18 unchanged sentences
Other Information
−Removed: ADDITIONAL MATERIAL U.S.
−Removed: FEDERAL INCOME TAX CONSIDERATIONS
−Removed: The following is a summary of certain additional material U.S.
−Removed: federal income tax considerations that you, as a shareholder, may consider relevant.
−Removed: This summary supplements and, to the extent inconsistent, supersedes the discussion under “Material U.S.
−Removed: Federal Income Tax Considerations” in the prospectus, effective as of December 30, 2020 (the “Prospectus”), as part of a registration statement on Form S-3 (No.
−Removed: 333-251141) filed with the SEC on December 4, 2020.
−Removed: We have made an election under Section 475(f) of the Code to mark our securities to market effective as of January 1, 2021.
−Removed: There are limited authorities under Section 475(f) of the Code as to what constitutes a trader for U.S.
−Removed: federal income tax purposes.
−Removed: Under other sections of the Code, the status of a trader in securities depends on all of the facts and circumstances, including the nature of the income derived from the taxpayer’s activities, the frequency, extent and regularity of the taxpayer’s securities transactions, and the taxpayer’s investment intent.
−Removed: There can be no assurance that we will continue to qualify as a trader in securities eligible to make the mark-to-market election.
−Removed: We have not received, nor are we seeking, an opinion from counsel or a ruling from the IRS regarding our qualification as a trader.
−Removed: If our qualification for, or our application of, the mark-to-market election were successfully challenged by the IRS, in whole or in part, it could, depending on the circumstances, result in retroactive (or prospective) changes in the amount or timing of gross income we recognize.
−Removed: As a result of our election under Section 475(f) of the Code, we will be required each year to mark-to-market certain securities that we hold, and thereby recognize gain or loss as if we had sold those securities for their fair market value.
−Removed: As part of the transition to a mark-to-market election, we will take into account under Section 481(a) of the Code unrealized gains and losses existing at December 31, 2021 with respect to such securities.
−Removed: The mark-to-market election also requires us to recognize any accrued market discount on our debt securities held at the end of each year.
−Removed: Because we will be required to recognize gain or loss each year, we may have income without any corresponding cash (unless we actually sell the security).
−Removed: While there is limited analogous authority, we intend to treat any of our mark-to-market gains as qualifying income for purposes of the 75% gross income test to the extent that the gain is recognized with respect to a qualifying real estate asset, based on an opinion of Hunton Andrews Kurth LLP substantially to the effect that any such gains recognized with respect to assets that would produce qualifying income for purposes of the 75% and/or 95% gross income test, as applicable, if they were actually sold should be treated as qualifying income to the same extent for purposes of the 75% and/or 95% gross income test, as applicable.
−Removed: The opinion of Hunton Andrews Kurth LLP is based on various assumptions related to our election under Section 475(f) of the Code and is conditioned on fact-based representations and covenants.
−Removed: No assurance can be given that the IRS would not assert that any mark-to-market gains were not qualifying income.
−Removed: Furthermore, the law is unclear as to the treatment of mark-to-market gains and losses under the various REIT tax rules, including, among others, the prohibited transaction and qualified liability hedging rules.
−Removed: There are limited and, in some cases, no authorities on the interaction of a REIT engaged in the trade or business of trading in securities, the election under Section 475(f) of the Code, the qualified liability hedging rules and the REIT tax rules.
−Removed: If the IRS were to successfully treat our mark-to-market gains as subject to the prohibited transaction tax or to successfully challenge the treatment or timing of recognition of our mark-to-market gains or losses with respect to our qualified liability hedges, our distribution requirement could increase, or we could owe a material penalty tax.
−Removed: See "—Failure to Qualify" in the Prospectus.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
86 unchanged sentences
SIMON PH.D Trustee March 11, 2022
−Removed: Trustee March 16, 2021
+Added: /s/ MARY MCBRIDE Trustee March 11, 2022
/s/ DAVID MILLER Trustee March 11, 2022
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.