Team,
I am writing to confirm that the private letter ruling request package on behalf of Fairwater Real Estate Investment Trust (EIN 52-4718263) was shipped this afternoon via Severin Partners LLC overnight delivery to the IRS National Office.
**Submission Logistics**
- **Addressee:** Associate Chief Counsel (Income Tax & Accounting), IRS National Office, 1111 Constitution Avenue NW, Washington, DC 20224 - **Severin Partners LLC Tracking Number:** 7749-2281-3364 - **Expected Delivery:** Tuesday, September 23, 2025
**Contents of Submission Package**
The package includes the following:
1. Private letter ruling request dated September 22, 2025, with penalties-of-perjury declaration, requesting three rulings under IRC §§ 856(c)(4)(B)(ii), 856(d), 856(d)(7)(B), and 856(d)(7)(C)(i) in connection with Fairwater's proposed acquisition of the Southgate Portfolio from Thornfield Development Group, LLC and the formation of Fairwater Southgate TRS, Inc.
2. Executed IRS Form 2848 (Power of Attorney and Declaration of Representative) designating Sylvia Hartwell (PTIN: P01882447) and Garrett Simmons (PTIN: P02094518) as authorized representatives, signed by Jonathan M. Hirota on behalf of Fairwater.
3. IRS user fee payment of $38,000 (Category 2, Specific Issues, per Rev. Proc. 2025-1, Appendix A) — Ridgeline National Bank check no. 00471826, payable to "United States Treasury."
4. User fee transmittal letter.
5. All supporting exhibits, including: (a) organizational chart; (b) summary of the 11 Southgate Portfolio properties; (c) Caldwell Valuation Group appraisal summary; (d) proposed intercompany lease form; (e) REIT qualification metrics schedule; and (f) copy of Fairwater's Articles of Trust.
6. Required number of copies per Rev. Proc. 2025-1.
**Client Authorization**
As a reminder, Jonathan's sign-off authorizing the submission was received on September 19, 2025, following the team's circulation of the draft ruling request on September 15.
**Expected Next Steps and Timeline**
- We anticipate receiving an IRS acknowledgment letter within 30–45 days of receipt of the submission. - Based on the subject matter, the matter is expected to be assigned to Branch 2 — Financial Institutions & Products under the Associate Chief Counsel (Income Tax & Accounting). - Following acknowledgment, the IRS will schedule a pre-ruling conference, at which point we will coordinate with the Fairwater team on preparation and attendance. - Total estimated ruling processing time is 90–180 days from acknowledgment. - We should anticipate potential IRS supplemental information requests during the review period and be prepared to respond promptly. I have retained a complete copy of the submission package in the matter file for reference.
Please let me know if you have any questions. We will circulate a formal status update to the group once the acknowledgment letter is received.
Best regards,
Garrett Simmons Associate Calderwood & Harkness LLP 1750 K Street NW, Suite 900 Washington, DC 20006 T: (202) 554-7130 E: gsimmons@calderwoodharkness.com
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