In addition, the PATH Act provides for additional exemptions from FIRPTA applicable to
qualified shareholders and qualified foreign pension plans. Accordingly, the discussion in the accompanying prospectus is supplemented as set forth below:
the exception discussed below, any distribution by us attributable to gain from the sale or exchange of a USRPI on or after December 18, 2015 to a qualified shareholder who holds our stock directly or indirectly (through one or more
partnerships) will not be subject to U.S. tax as income effectively connected with a U.S. trade or business under FIRPTA and thus will not be subject to special withholding rules under FIRPTA. In addition, on or after December 18, 2015,
a sale of our stock by a qualified shareholder who holds such stock directly or indirectly (through one or more partnerships) will not be subject to U.S. federal income taxation under FIRPTA even if our stock were otherwise treated as a
USRPI. However, if our stock were treated as a USRPI and a non-U.S. person who holds an interest in the qualified shareholder (other than interests solely as a creditor) also holds more than 10% of our stock (whether or not by reason of
the investors ownership in the qualified shareholder), then such non-U.S. persons pro rata share of our stock held by the qualified shareholder will generally be treated as a USRPI and therefore may be subject to
FIRPTA withholding and taxation.
A qualified shareholder is a foreign person that: (i) either is eligible for the
benefits of a comprehensive income tax treaty that includes an exchange of information program and whose principal class of interests is listed and regularly traded on one or more recognized stock exchanges (as defined in such comprehensive income
tax treaty), or is a foreign partnership that is created or organized under foreign law as a limited partnership in a jurisdiction that has an agreement for the exchange of information with respect to taxes with the United States and has a class of
limited partnership units representing greater than 50% of the value of all the partnership units that is regularly traded on the NYSE or NASDAQ markets, (ii) is a qualified collective investment vehicle (defined below), and
(iii) maintains certain records on the identity of each person who, at any time during the foreign persons taxable year, is the direct owner of 5% or more of the class of interests described in (i), above.
A qualified collective investment vehicle is a foreign person that: (i) would be eligible for a reduced rate of withholding under the
comprehensive income tax treaty described above, even if such entity holds more than 10% of the stock of such REIT, (ii) is publicly traded, is treated as a partnership under the Internal Revenue Code, is a withholding foreign partnership, and
would be treated as a United States real property holding corporation if it were a domestic corporation, or (iii) is designated as such by the Secretary of the Treasury and is either (a) fiscally transparent within the meaning
of Section 894 of the Internal Revenue Code, or (b) required to include dividends in its gross income, but is entitled to a deduction for distributions to its investors.
Qualified Foreign Pension Funds
distribution on or after December 18, 2015 to a qualified foreign pension fund (or an entity all of the interests of which are held by a qualified foreign pension fund) who holds our stock directly or indirectly (through
one or more partnerships) will not be subject to U.S. tax as income effectively connected with a U.S. trade or business under FIRPTA and thus will not be subject to special withholding rules under FIRPTA. In addition, on or after December 18,
2015, a sale of our stock by a qualified foreign pension fund that holds such stock directly or indirectly (through one or more partnerships) will not be subject to U.S. federal income taxation under FIRPTA even if our stock otherwise
constitutes a USRPI.
A qualified foreign pension fund is any trust, corporation, or other organization or arrangement: (i) which is
created or organized under the law of a country other than the United States, (ii) which is established to provide retirement or pension benefits to participants or beneficiaries that are current or former employees (or persons designated by
such employees) of one or more employers in consideration for services rendered, (iii) which does not have a single participant or beneficiary with a right to more than 5% of its assets or income, (iv) which is subject to government
regulation and provides annual information reporting about its beneficiaries to the relevant