Correspondence
[Paul, Hastings, Janofsky & Walker LLP Letterhead]
(212) 318-6859
markschonberger@paulhastings.com
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December 16, 2010
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41193.00083 |
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Michael Pokorny
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Re:
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Acadia Realty Trust |
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Form 10-K for the year ended December 31, 2009, filed on March 1, 2010 |
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Definitive Proxy Statement Schedule 14A, filed on April 9, 2010 |
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File No. 001-12002 |
Ladies and Gentlemen:
On behalf of our client, Acadia Realty Trust (the Company or Acadia), we hereby respond to
the comments of the staff of Division of Corporation Finance (the Staff) of the U.S. Securities
and Exchange Commission conveyed by letter dated December 7, 2010. We have incorporated the
Staffs comments into this response letter in italics and have provided the Companys responses
below each comment.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009
Note 4 Investments In and Advances to Unconsolidated Partnerships
Retailer Controlled Property Venture (RCP Venture), page F-20
1. In your response to comment one, we note the non-managing membership interests give the
investment vehicles certain rights but limited influence. Please specify what rights are held. In
addition, we note that the selling investor in the Rex Stores transaction retained voting and
management rights, please clarify what your 13.3% interest entitles you to as an investor. Lastly,
we note that you believe the size of the investments and earnings to Acadias financial statements
is immaterial. Please tell us if there is a material difference between accounting for these
investments under the cost method versus the equity method.
Other than the minority investor rights which we are entitled to pursuant to statute, we have no
rights other than to receive our pro-rata share of cash distributions as declared by the managers.
We have no rights with respect to the control and operation of the investment vehicles, and the formulation and execution of business and investment policies. In
connection with our 13.3% interest in Rex Stores we have no rights other than those discussed
above.
Based on information made available to us by these investees, consisting primarily of internally
prepared financial information received on a periodic basis from the Managers of the investments,
we believe there is no material difference in the accounting for these investments on the cost
method versus the equity method.
* * *
In response to the Staffs request, the Company has filed a letter on EDGAR
containing the specified acknowledgements.
If you have any questions, or if it would expedite your review in any way, please do not
hesitate to contact the undersigned at the number above or Keith Pisani at (212) 318-6053.
Sincerely,
/s/ Mark Schonberger
Mark Schonberger
of PAUL, HASTINGS, JANOFSKY & WALKER LLP
Enclosures
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cc
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Michael Nelsen, Acadia Realty Trust |
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Robert Masters, Esq., Acadia Realty Trust |
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Keith D. Pisani, Esq., Paul, Hastings, Janofsky & Walker LLP |