11 unchanged sentences
ILPT 100% 88 33 states 21,833 95.7% 34.5% 5.7
−Removed: 22,119 96.3% 34.0% 5.1
Hawaii Properties ILPT 100% 226 Hawaii
11 unchanged sentences
Our principal executive offices are located at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and our telephone number is (617) 219-1460.
−Removed: Acquisition of Monmouth Real Estate Investment Corporation
−Removed: On February 25, 2022, we completed the acquisition of Monmouth Real Estate Investment Corporation, or MNR, pursuant to the merger of MNR with and into one of our wholly owned subsidiaries, or the Merger.
−Removed: MNR’s portfolio included 124 class A, single tenant, net leased, e-commerce focused industrial properties containing approximately 25,745,000 rentable square feet and two then committed, but not yet then completed, property acquisitions.
−Removed: In connection with the Merger, we entered into our consolidated joint venture with an institutional investor for 95 of the acquired MNR properties, including the two committed MNR property acquisitions, one of which was subsequently completed.
−Removed: Our consolidated joint venture subsequently terminated the agreement for the other committed MNR property acquisition.
Our Business and Growth Strategies
+Added: We seek to extend or enter new leases as leases approach expiration.
We believe our current properties provide a stable base of increasing rents.
−Removed: We seek to extend or enter new leases as leases approach expiration and selectively develop industrial and logistics properties in the United States.
Our internal growth strategy is to increase rents and corresponding cash flows we receive from our current properties .
1 unchanged sentence
Periodic rent resets, together with lease extensions and new leasing activity following lease expirations at our Hawaii Properties, have resulted in significant rent increases.
−Removed: Due to the limited availability of land suitable for industrial uses that might compete with our Hawaii Properties, we believe that our Hawaii Properties offer the potential for future rent growth as a result of periodic rent resets, lease extensions and new leasing.
−Removed: In addition to the internal rent growth which may result from our rent resets and lease activity at our Hawaii Properties, a majority of the leases at our Mainland Properties and certain leases at our Hawaii Properties include periodic set dollar amount or percentage increases that raise the cash rent payable to us.
−Removed: Since the time, in some cases 40 to 50 years ago, certain of our Hawaii Properties’ leases were originally entered into, the characteristics of the neighborhoods in the vicinity of some of those properties have changed.
+Added: Due to the limited availability of land suitable for industrial uses that might compete with our Hawaii Properties, we believe that our Hawaii Properties offer potential for future rent growth as a result of periodic rent resets, lease extensions and new leasing.
+Added: In addition to the internal rent growth, which may result from our rent resets and lease activity at our Hawaii Properties, a majority of the leases at our Mainland Properties and certain leases at our Hawaii Properties include periodic set dollar amount or percentage increases that increase the cash rent payable to us.
+Added: Since the time certain of our Hawaii Properties’ leases were originally entered into, in some cases 40 to 50 years ago, the characteristics of the neighborhoods in the vicinity of some of those properties have changed.
In such circumstances, we have engaged in redevelopment activities to change the character of certain properties in order to increase rents.
8 unchanged sentences
In general, our Mainland Properties are subject to leases pursuant to which the tenants pay fixed annual rents on a monthly, quarterly or semi-annual basis, and also pay or reimburse us for all, or substantially all, property level operating and maintenance expenses, such as real estate taxes, insurance, utilities and repairs, including increases with respect thereto.
−Removed: Many of our Mainland Properties’ leases require us to maintain the roof, exterior walls, foundation and other structural elements of the buildings at our expense.
+Added: Many of our Mainland Properties’ leases require us to maintain the roof, exterior walls, foundation, parking lots and other structural elements of the buildings at our expense.
However, we believe our Mainland Properties are well maintained, and we do not believe these expenses will be material to us during the remaining lease terms.
−Removed: Our Mainland Properties were 97.6% leased as of December 31, 2024.
+Added: We also evaluate our properties for improvements and may selectively develop industrial and logistics properties in the United States.
We expect to have opportunities to raise rents or re-lease these properties at higher rental rates as lease expirations at these properties approach.
3 unchanged sentences
In general, our Hawaii Properties are subject to leases pursuant to which the tenants pay fixed annual rents on a monthly, quarterly or semi-annual basis, and also pay or reimburse us for all, or substantially all, property level operating and maintenance expenses, such as real estate taxes, insurance, utilities and repairs, including increases with respect thereto.
−Removed: Certain of our Hawaii Properties are leased for fixed annual rents that periodically reset based on fair market values and others are subject to leases with fixed increases.
+Added: Certain of our Hawaii Properties are subject to leases with fixed annual rents that periodically reset based on fair market values and others are subject to leases with fixed increases.
In some cases, the resets are based on fair market value rent and in other cases a percentage of the fair market value of the leased land.
4 unchanged sentences
Historically, this process has resulted in significant reset amounts.
−Removed: Tenants representing 1% or more of our total annualized rental revenues as of December 31, 2024 were as follows (square feet in thousands):
+Added: The following table summarizes information about the 10 largest tenants in our portfolio based on total annualized rental revenues as of December 31, 2025 (square feet in thousands):
% of Total Annualized
of Leased Leased Rental
+Added: Top 10 Tenants (1)
Location Properties Square Feet (2)
2 unchanged sentences
Amazon.com Services, Inc.
−Removed: AL, IN, OK, SC, TN, VA 8 4,539 8.0 % 6.8 %
+Added: Various (7 States) 9 4,555 8.1 % 7.3 %
Home Depot U.S.A., Inc.
GA, HI 3 991 1.8 % 2.2 %
−Removed: American Tire Distributors, Inc.
+Added: Restoration Hardware, Inc.
+Added: MD 1 1,195 2.1 % 1.8 %
+Added: OldCo Tire Distributors, Inc.
CO, LA, NE, NY, OH 5 722 1.3 % 1.6 %
1 unchanged sentence
NH, NY 3 794 1.4 % 1.5 %
−Removed: Restoration Hardware, Inc.
−Removed: MD 1 1,195 2.1 % 1.5 %
Servco Pacific, Inc.
2 unchanged sentences
TD SYNNEX Corporation OH 2 939 1.7 % 1.1 %
−Removed: Berkshire Hathaway Inc.
−Removed: GA 1 832 1.5 % 1.0 %
+Added: Techtronic Industries Company Limited MS 1 862 1.5 % 1.0 %
110 24,413 43.4 % 47.0 %
−Removed: (1) Includes any applicable subsidiaries of tenant.
+Added: (1) Includes any applicable subsidiaries of named tenants.
(2) Leased square feet is pursuant to existing leases as of December 31, 2025, and includes space being fitted out for occupancy, if any, and space which is leased but is not occupied, if any.
−Removed: (3) In October 2024, American Tire Distributors, Inc.
−Removed: filed for Chapter 11 bankruptcy.
−Removed: As of February 18, 2025, this tenant has no outstanding rental obligations due to us and has indicated that it does not intend to vacate any of its leases with us but may seek to modify the terms of its existing leases with us.
Our Investment Policies
5 unchanged sentences
• our cost of capital compared to projected returns we may realize by owning the property;
−Removed: • the experience and credit quality of the property’s tenants;
+Added: • the credit quality of the property’s tenants;
• the industries in which the tenants operate;
11 unchanged sentences
Also, we may invest in or enter into real estate joint ventures.
−Removed: We currently own a 61% equity interest in our consolidated joint venture, a 22% equity interest in the unconsolidated joint venture and a 67% tenancy in common interest in one of our Mainland Properties.
+Added: We currently own a 61% equity interest in our consolidated joint venture and a 22% equity interest in the unconsolidated joint venture.
In the future, we may invest in or enter into additional real estate joint ventures, or acquire additional properties with the intention of contributing such properties to our existing joint ventures, if we conclude that by doing so we may benefit from the participation of co-venturers or that our opportunity to participate in the investment is contingent on the use of a joint venture structure or to take advantage of property valuation differences among private and public sources of equity capital.
7 unchanged sentences
We expect our decision to sell properties, equity interests in our joint ventures or a stake in some of our properties will be based upon the following considerations, among others, which may be relevant to a particular property at a particular time:
−Removed: • the terms of any debt that may secure the property;
• the estimated proceeds we may receive by selling the property;
−Removed: • the potential costs associated with finding replacement tenants, including tenant improvements, leasing commissions and concessions, the cost to operate the property while vacant and required building improvement capital, if any, all as compared to our projected returns from future rents;
• whether the property is leased and, if so, the remaining lease term and likelihood of lease renewal;
• our ability to identify new tenants if the property has or is likely to develop vacancies;
+Added: • the potential costs associated with finding replacement tenants, including tenant improvements, leasing commissions and concessions, the cost to operate the property while vacant and required building improvement capital, if any, all as compared to our projected returns from future rents;
• our evaluation of future rents which may be achieved from the property;
• the strategic fit of the property with the rest of our portfolio;
+Added: • the terms of any debt that may secure the property;
• our intended use of the proceeds we may realize from the sale of a property;
27 unchanged sentences
and an officer and employee of RMR.
−Removed: Jordan, our other Managing Trustee, is an executive vice president and the chief financial officer and treasurer of RMR Inc., an officer and employee of RMR and an officer of ABP Trust.
+Added: Yael Duffy, our other Managing Trustee and our President and Chief Executive Officer, is also an executive officer of RMR Inc.
+Added: and an officer and employee of RMR, and each of our other officers is also an officer and employee of RMR.
Our day to day operations are conducted by RMR.
1 unchanged sentence
RMR has a principal place of business at Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634, and its telephone number is (617) 796-8390.
−Removed: RMR is an alternative asset management company that is focused on commercial real estate and related businesses.
+Added: RMR is an alternative asset management company that is focused on both residential and commercial real estate and related businesses.
RMR or its subsidiaries also act as a manager to other publicly traded real estate companies, privately held real estate funds and real estate related operating businesses.
4 unchanged sentences
Bilotto, executive vice president;
−Removed: Clark, executive vice president, general counsel and secretary;
−Removed: Jordan, executive vice president, chief financial officer and treasurer;
+Added: Yael Duffy, executive vice president;
+Added: Getz, executive vice president, general counsel and secretary;
+Added: Jordan, executive vice president and chief operating officer;
+Added: Brown, executive vice president, chief financial officer and treasurer;
Leer, executive vice president;
Murray, executive vice president.
−Removed: Our President and Chief Operating Officer, Yael Duffy, is a senior vice president of RMR and our Chief Financial Officer and Treasurer, Tiffany R.
−Removed: Sy, and our Vice President, Marc Krohn, are each a vice president of RMR.
+Added: Duffy is also our President and Chief Executive Officer and a managing trustee and officer of another company managed by RMR.
+Added: Our Chief Financial Officer and Treasurer, Tiffany R.
+Added: Sy, and our Vice President, Marc A.
+Added: Krohn, are each a vice president of RMR.
Other officers of RMR also serve as officers of other companies to which RMR or its subsidiaries provide management services.
1 unchanged sentence
Services which would otherwise be provided to us by employees are provided by RMR and by our Managing Trustees and officers.
−Removed: As of December 31, 2024, RMR had over 1,000 full time employees located at its headquarters and regional offices throughout the United States.
+Added: As of December 31, 2025, RMR had nearly 900 full time employees located at its headquarters and regional offices throughout the United States.
Corporate Sustainability
22 unchanged sentences
Government’s “green lease” policies permit government tenants to require LEED® designation in selecting new premises or renewing leases at existing premises and the General Services Administration gives preference to properties for lease that have received an ENERGY STAR certification.
+Added: Certain properties are not eligible for ENERGY STAR certification.
+Added: For example, properties less than 50% occupied cannot be ENERGY STAR certified.
Our property manager, RMR, is a member of the ENERGY STAR program.
2 unchanged sentences
• Building Owners and Managers Association (BOMA) 360:
−Removed: 50 of our properties containing approximately 8.4 million rentable square feet (25.4% and 19.2% of our eligible properties and eligible rentable square feet, respectively), excluding five anticipated certifications containing approximately 1.6 million rentable square feet that have been submitted and not yet awarded.
+Added: 56 of our properties containing approximately 10.0 million rentable square feet (29.3% and 23.5% of our eligible properties and eligible rentable square feet, respectively).
• ENERGY STAR:
−Removed: Five of our properties containing approximately 687,000 rentable square feet (2.5% and 1.6% of our eligible properties and eligible rentable square feet, respectively).
+Added: Four of our properties containing approximately 562,034 rentable square feet (2.1% and 1.3% of our eligible properties and eligible rentable square feet, respectively).
• Investments in Human Capital.
6 unchanged sentences
We value a diversity of backgrounds, experience and perspectives.
−Removed: As of December 31, 2024, our Board of Trustees was comprised of seven Trustees, of which five were independent trustees, two, or approximately 28.6%, were female and one, or approximately 14.3%, was a member of under-represented communities.
+Added: As of February 18, 2026, our Board of Trustees was comprised of seven Trustees, of which five were independent trustees, three, or 42.9%, were female and one, or 14.3%, was a member of a marginalized community.
RMR is an equal opportunity employer, with all qualified applicants receiving consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or protected veteran status.
42 unchanged sentences
• a person subject to special tax accounting rules as a result of their use of applicable financial statements (within the meaning of Section 451(b)(3) of the IRC);
−Removed: • except as specifically described in the following summary, a trust, estate, tax-exempt entity or foreign person.
+Added: • except as specifically described in the following summary, a trust, estate, tax-exempt entity, governmental organization or foreign person.
The sections of the IRC that govern the federal income tax qualification and treatment of a REIT and its shareholders are complex.
29 unchanged sentences
Our dividends are not generally entitled to the preferential tax rates on qualified dividend income, but a portion of our dividends may be treated as capital gain dividends or as qualified dividend income, all as explained below.
−Removed: In addition, for taxable years beginning before 2026 and pursuant to the deduction-without-outlay mechanism of Section 199A of the IRC, our noncorporate U.S.
+Added: In addition, pursuant to the deduction-without-outlay mechanism of Section 199A of the IRC, our noncorporate U.S.
shareholders that meet specified holding period requirements are generally eligible for lower effective tax rates on our dividends that are not treated as capital gain dividends or as qualified dividend income.
2 unchanged sentences
Our current or accumulated earnings and profits are generally allocated first to distributions made on our preferred shares, of which there are none outstanding at this time, and thereafter to distributions made on our common shares.
+Added: To the extent that such distributions exceed the basis of a U.S.
+Added: shareholder’s shares, the U.S.
+Added: shareholder generally must include such distributions in income as long-term capital gain, or short-term capital gain if the shares have been held for one year or less.
For all these purposes, our distributions include cash distributions, any in kind distributions of property that we might make, and deemed or constructive distributions resulting from capital market activities (such as some redemptions), as described below.
3 unchanged sentences
The opinions of our counsel are based upon the law as it exists today, but the law may change in the future, possibly with retroactive effect.
−Removed: Given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations and the possibility of future changes in our circumstances, neither Sullivan & Worcester LLP nor we can be sure that we will qualify as or be taxed as a REIT for any particular year.
+Added: Given the highly complex nature of the rules governing REITs, the ongoing
+Added: importance of factual determinations, and the possibility of future changes in our circumstances, neither Sullivan & Worcester LLP nor we can be sure that we will qualify as or be taxed as a REIT for any particular year.
Any opinion of Sullivan & Worcester LLP as to our qualification or taxation as a REIT will be expressed as of the date issued.
8 unchanged sentences
• We will be taxed at regular corporate income tax rates on any undistributed “real estate investment trust taxable income,” including our undistributed ordinary income and net capital gains, if any.
−Removed: We may elect to retain and pay income tax on our net capital gain, as well as on certain amounts attributable to cancellation of indebtedness income.
−Removed: In addition, if we so elect by making a timely designation to our shareholders, a shareholder would be taxed on its proportionate share of our undistributed capital gain and would generally be expected to receive a credit or refund for its proportionate share of the federal corporate income tax we paid on our retained net capital.
+Added: We may elect to retain and pay income tax on our net capital gain, as well as on certain amounts attributable to cancellation of indebtedness income, if any.
+Added: In addition, if we so elect by making a timely designation to our shareholders, a shareholder would be taxed on its proportionate share of our undistributed capital gain and would generally be expected to receive a credit or refund for its proportionate share of the federal corporate income tax we paid on our retained net capital gain.
• If we have net income from the disposition of “foreclosure property,” as described in Section 856(e) of the IRC, that is held primarily for sale to customers in the ordinary course of a trade or business or other nonqualifying income from foreclosure property, we will be subject to tax on this income at the highest regular corporate income tax rate.
10 unchanged sentences
• Our subsidiaries that are C corporations, including our “taxable REIT subsidiaries”, as defined in Section 856(l) of the IRC, or TRSs, generally will be required to pay federal corporate income tax on their earnings, and a 100% tax may be imposed on any transaction between us and one of our TRSs that does not reflect arm’s length terms.
−Removed: • We acquired MNR by merger in 2022.
−Removed: If it is determined that MNR failed to satisfy one or more of the REIT tests described below before its merger into us, the IRS might allow us (including through one of our joint ventures), as successor to MNR, the same opportunity for relief as though we were the remediating REIT.
−Removed: In such case, MNR would be deemed to have retained its qualification for taxation as a REIT and the relevant penalties or sanctions for remediation would fall upon us in a manner comparable to the above.
• As discussed below, we are invested in real estate through subsidiaries that we believe qualify for taxation as REITs.
42 unchanged sentences
We have invested and may in the future invest in real estate through one or more entities that are treated as partnerships for federal income tax purposes.
−Removed: In the case of a REIT that is a partner in a partnership, Treasury regulations under the IRC provide that, for purposes of the REIT qualification requirements regarding income and assets described below, the REIT is generally deemed to own its proportionate share, based on respective capital interests (including any preferred equity interest in the partnerships), of the income and assets of the partnership (except that for purposes of the 10% value test, described below, the REIT’s proportionate share of the partnership’s assets is based on its proportionate interest in the equity and specified debt securities issued by the partnership).
+Added: In the case of a REIT that is a partner in a partnership, Treasury regulations under the IRC provide that, for purposes of the REIT qualification requirements regarding income and assets described below, the REIT is generally deemed to own its proportionate share, based on respective capital interests (including any preferred equity interests in the partnership), of the income and assets of the partnership (except that for purposes of the 10% value test, described below, the REIT’s proportionate share of the partnership’s assets is based on its proportionate interest in the equity and specified debt securities issued by the partnership).
In addition, for these purposes, the character of the assets and items of gross income of the partnership generally remains the same in the hands of the REIT.
11 unchanged sentences
Taxable REIT Subsidiaries .
−Removed: As a REIT, we are permitted to own any or all of the securities of a TRS, provided that no more than 20% of the total value of our assets, at the close of each quarter, is comprised of our investments in the stock or other securities of our TRSs.
+Added: As a REIT, we are permitted to own any or all of the securities of a TRS, provided that no more than 20% (25% with respect to taxable years beginning after December 31, 2025) of the total value of our assets, at the close of each quarter, is comprised of our investments in the stock or other securities of our TRSs.
Very generally, a TRS is a subsidiary corporation other than a REIT in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a TRS.
77 unchanged sentences
Our stock and other securities in a TRS are exempted from these 5% and 10% asset tests.
−Removed: • Not more than 20% of the value of our total assets may be represented by stock or other securities of our TRSs.
+Added: • Not more than 20% (25% with respect to taxable years beginning after December 31, 2025) of the value of our total assets may be represented by stock or other securities of our TRSs.
• Not more than 25% of the value of our total assets may be represented by “nonqualified publicly offered REIT debt instruments” as defined in Section 856(c)(5)(L)(ii) of the IRC.
17 unchanged sentences
For these purposes, our “real estate investment trust taxable income” is as defined under Section 857 of the IRC and is computed without regard to the dividends paid deduction and our net capital gain and will generally be reduced by specified corporate-level income taxes that we pay (e.g., taxes on built-in gains or foreclosure property income).
−Removed: The IRC generally limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income”, subject to specified exceptions.
+Added: Beginning with the calendar taxable year 2018, the IRC generally limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” subject to specified exceptions.
+Added: For calendar taxable years 2018 through 2021 and beginning with the calendar taxable year 2025, adjusted taxable income was (and is) an amount roughly equivalent to earnings before interest, taxes, depreciation and amortization;
+Added: adjusted taxable income for calendar taxable years 2022 through 2024 was an amount roughly equivalent to earnings before interest and taxes (i.e., an amount after depreciation and amortization).
+Added: For taxable years beginning after December 31, 2025, the interest deduction limitation generally is calculated prior to the application of any interest capitalization provisions under the IRC.
Any deduction in excess of the limitation is carried forward and may be used in a subsequent year, subject to that year’s 30% limitation.
1 unchanged sentence
Treasury regulations provide that a real property trade or business includes a trade or business conducted by a REIT.
−Removed: We have made an election to be treated as a real property trade or business and accordingly do not expect the foregoing interest deduction limitations to apply to us or to the calculation of our “real estate investment trust taxable income.”
+Added: We have made an election to be treated as a real property trade or business and accordingly do not expect the foregoing interest deduction limitations to apply to us or to the calculation of our “real estate investment trust taxable income”, but the interest deduction limitations could apply to our subsidiary REITs or, if any, subsidiary partnerships that are not eligible for or otherwise do not make the election for electing real property trades or businesses.
Distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our federal income tax return for the earlier taxable year and if paid on or before the first regular distribution payment after that declaration.
37 unchanged sentences
Shareholders”.
−Removed: Our Acquisition of MNR
−Removed: In the first quarter of 2022, we acquired MNR in a transaction that was intended to be treated as an asset sale for federal income tax purposes.
−Removed: We believe that MNR qualified for taxation as a REIT for the period prior to the date we acquired it.
−Removed: As a result of this acquisition, one of our joint ventures is generally liable for unpaid taxes, including penalties and interest (if any), of MNR.
−Removed: If MNR is deemed to have lost its qualification for taxation as a REIT prior to the date of our acquisition and no relief is available, we or one of our joint ventures would face the following tax consequences:
−Removed: inherit, as successor to MNR, any corporate income tax liabilities of MNR, including penalties and interest;
−Removed: be subject to tax on the built-in gain on each asset of MNR existing at the time we acquired MNR if such an asset were disposed of during the five-year period following the date that we acquired MNR;
−Removed: be required to eliminate any earnings and profits accumulated by MNR for taxable periods that it did not qualify for taxation as a REIT, through a special distribution and/or employing applicable deficiency dividend procedures (including interest payments to the IRS).
−Removed: It is unclear whether the IRC provisions that are generally available to remediate REIT compliance failures will be available to us or one of our joint ventures as a successor in respect of any determination that MNR failed to qualify for taxation as a REIT.
−Removed: If and to the extent the remedial provisions are available to us to address MNR’s REIT qualification and taxation for the applicable period prior to or including our acquisition of MNR, we may incur significant cash outlays in connection with the remediation, possibly including (a) required distribution payments to shareholders and associated interest payments to the IRS and (b) tax and interest payments to the IRS and state and local tax authorities.
−Removed: MNR’s failure to have qualified for taxation as a REIT and our efforts to remedy any such failure could have an adverse effect on our results of operations and financial condition.
Depreciation and Federal Income Tax Treatment of Leases
24 unchanged sentences
As a result, our ordinary dividends generally are taxed at the higher federal income tax rates applicable to ordinary income (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the IRC, which is generally available to our noncorporate U.S.
−Removed: shareholders that meet specified holding period requirements for taxable years before 2026).
+Added: shareholders that meet specified holding period requirements).
To summarize, the preferential federal income tax rates for long-term capital gains and for qualified dividends generally apply to:
6 unchanged sentences
shareholders that we do not designate as a capital gain dividend generally will be treated as an ordinary income dividend to the extent of our available current or accumulated earnings and profits (subject to the lower effective tax rates applicable to qualified REIT dividends via the deduction-without-outlay mechanism of Section 199A of the IRC, which is generally available to our noncorporate U.S.
−Removed: shareholders that meet specified holding period requirements for taxable years before 2026).
+Added: shareholders that meet specified holding period requirements).
Distributions made out of our current or accumulated earnings and profits that we properly designate as capital gain dividends generally will be taxed as long-term capital gains, as discussed below, to the extent they do not exceed our actual net capital gain for the taxable year.
225 unchanged sentences
The restrictions on transfer enumerated in the regulation as not affecting that finding include any restriction on or prohibition against any transfer or assignment that would result in a termination or reclassification for federal or state tax purposes, or would otherwise violate any state or federal law or court order.
−Removed: We believe that the restrictions imposed under our declaration of trust and bylaws on the transfer of shares do not result in the failure of our shares to be “freely transferable.” In addition, we do not expect or intend to impose in the future, or to permit any person to impose on our behalf, any limitations or restrictions on transfer that would not be among the enumerated permissible limitations or restrictions in the regulations.
−Removed: Assuming that each class of our shares will be “widely held” and that no facts and circumstances exist that restrict transferability of these shares, our counsel, Sullivan & Worcester LLP, is of the opinion that our shares will not fail to be “freely transferable” for purposes of the regulation due to the restrictions on transfer of our shares in our declaration of trust and bylaws and that under the regulation each class of our currently outstanding shares is publicly offered and our assets will not be deemed to be “plan assets” of any ERISA Plan or Non-ERISA Plan that acquires our shares in a public offering.
−Removed: This opinion is conditioned upon certain assumptions and representations, as discussed above under the heading “Material United States Federal Income Tax Considerations—Taxation as a REIT.” Also, the opinion of our counsel is not binding on either the U.S.
−Removed: Department of Labor or a court, and either could take a position different from that expressed by our counsel.
+Added: Additionally, limitations or restrictions on the transfer or assignment of a security that are created or imposed by persons other than the issuer of a security or persons acting for or on behalf of the issuer will ordinarily not prevent the security from being considered freely transferable.
+Added: We believe that the restrictions imposed under our declaration of trust on the transfer of shares do not result in the failure of our shares to be “freely transferable.” In addition, we do not expect or intend to impose in the future, or to permit any person to impose on our behalf, on shares owned by an ERISA Plan or Non-ERISA Plan, any limitations or restrictions on transfer that would not be among the enumerated permissible limitations or restrictions in the regulation and that would otherwise result in the failure of our shares to be “freely transferable.”
+Added: Assuming that each class of our shares will be “widely held” and that no facts and circumstances exist that prevent shares owned by an ERISA Plan or Non-ERISA Plan from being “freely transferable” for purposes of the regulation, our counsel, Sullivan & Worcester LLP, is of the opinion that under the regulation each class of our currently outstanding shares is publicly offered and our assets will not be deemed to be “plan assets” of any ERISA Plan or Non-ERISA Plan that acquires our shares in a public offering.
+Added: This opinion is conditioned upon certain assumptions and representations, as discussed above under the heading “Material United States Federal Income Tax Considerations—Taxation as a REIT.” Also, the opinion of our counsel is not binding on either the Department of Labor or a court, and either could take a position different from that expressed by our counsel.
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.