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the non-U.S. holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain.
individual non-U.S. holder who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale
or other disposition of our common stock will be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by U.S. source capital losses provided the
non-U.S. holder timely files U.S. federal income tax returns with respect to such losses.
believe that we are not and we do not anticipate becoming a U.S. real property holding corporation for U.S. federal income tax purposes. Because the determination of whether we are a
USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets and our non-U.S. real property interests, however, there can
be no assurance we are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition by a non-U.S. holder of our
common stock will not be subject to U.S. federal income tax if such class of stock is "regularly traded," as defined by applicable Treasury Regulations, on an established securities market, and such
non-U.S. holder owned, actually or constructively, 5% or less of such class of our stock throughout the shorter of the five-year period ending on the date of the sale or other disposition or the
non-U.S. holder's holding period for such stock.
U.S. Federal Estate Tax
The estate of an individual non-U.S. holder is generally subject to U.S. federal estate tax on property having a U.S. situs. Because we
are a U.S. corporation, our common stock will be U.S. situs property and therefore will be included in the taxable estate of an individual non-U.S. holder, unless an applicable estate tax treaty
between the United States and the decedent's country of residence provides otherwise.
Withholdable Payments to Foreign Financial Entities and Other Foreign Entities
FATCA will impose a U.S. federal withholding tax of 30% on certain payments to foreign financial institutions, investment funds and
certain other non-U.S. persons that fail to comply with certain information reporting and certification requirements pertaining to their direct and indirect U.S. securityholders and/or U.S.
accountholders or who fail to establish an exemption from FATCA. Such payments would include our dividends and the gross proceeds from the sale or other disposition of our common stock. Under recently
issued final Treasury Regulations and subsequent IRS guidance, this withholding will apply to payments of dividends on our common stock made on or after July 1, 2014 and to payments of gross
proceeds from a sale or other disposition of our common stock made on or after January 1, 2017. Because we may not know the extent to which a distribution is a dividend for U.S. federal income
tax purposes at the time it is made, for purposes of these withholding rules we may treat the entire distribution as a dividend. Under certain circumstances, a non-U.S. holder might be eligible for
refunds or credits of such taxes. Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in our common
Backup Withholding, Information Reporting and Other Reporting Requirements
We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to, and the tax
withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information
reporting may also be made available under the provisions of a specific tax treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.