An Analysis of 2021 and 2022 SEC Comments Issued to REITs

Offering Information The Staff often asks clarifying questions regarding the mechanics of the REIT offering. Comments received in this category were focused on: ■ whether an offering qualifies as delayed or must comply with requirements applicable to blind pools; and ■ requests for supplemental information. Sample Comments ■ We note that you have elected to be taxed as a REIT and you do not appear to have identified uses for the proceeds of this offering. Please revise your disclosure to identify this offering as a blind pool and include the disclosure required by Industry Guide 5, as applicable, or provide us with a detailed legal analysis explaining why you do not believe Guide 5 is applicable to your offering. ■ Please submit all written sales material proposed to be transmitted to prospective investors, orally or in writing, including that intended for broker-dealer use only. Please be aware that we will need time to review such material. In addition, note that sales material must set forth a balanced presentation of the risks and rewards to investors and should not contain any information or disclosure that is not contained in or derived from the prospectus. For guidance, please refer to Item 19.D of Industry Guide 5. Please also confirm that you will continue to provide us sales material prior to use for the duration of the registered offering. Portfolio Information The Staff issues comments regarding portfolio information in order to ensure that potential investors receive all relevant property information and disclosure necessary to understand the REIT’s specific investment strategy. Comments issued to REITs during the review period requested additional information related to: ■ tenants and tenant selection criteria; and ■ rental metrics. Sample Comments ■ We note that this risk factor discloses, among other items, that you may be unable to adequately monitor and evaluate tenant credit quality. In an appropriate section of your prospectus, please discuss in more detail how you monitor for tenant credit quality. ■ To provide further clarity and context for investors, particularly as it relates to capital investments, please revise your tabular portfolio data to provide annual rental information or explain to us in detail why you believe such information would not be relevant to investors. An Analysis of 2021 and 2022 SEC Comments Issued to REITs | 12