■ Please provide us with all promotional material and sales literature, including material that will be used only by broker-dealers. In this regard, please note that sales materials must set forth a balanced presentation of the risks and rewards to investors and should not contain any information or disclosure that is inconsistent with or not also provided in the prospectus. Please refer to Item 19.B of Industry Guide 5. In addition, please confirm that you will continue to provide us sales materials prior to use for the duration of the registered offering. Valuation Share Repurchase Programs For non-listed REITs, the SEC is concerned about investors receiving transparency regarding valuation and liquidity. Therefore, the Staff comments are frequently focused on: ■ NAV calculation; and ■ share repurchase programs. Sample Comments ■ Please describe the difference between the founder shares and the non-founder shares and any effect such difference could have on distributions. ■ We note that following the initial measurement of loans secured by real estate, the Company will determine fair value by utilizing or reviewing market yield data, discounted cash flow modeling, collateral asset performance, local or macro real estate performance, capital market conditions, debt yield or loan-to-value ratios, and borrower financial condition and performance. Given this policy, please tell us why the level 3 investments in real estate debt have been valued at cost, as adjusted for changes in foreign currency. ■ Please provide us, on a supplemental basis, with your template for future NAV disclosures. ■ Please expand your disclosure to include a discussion of the specific methodologies used to determine the fair value of each class of asset or liability that makes up your net asset value (e.g. discounted cash flow, direct capitalization, comparable sales). Your disclosure should include a discussion of the significant inputs used to value each class of asset or liability including a sensitivity analysis where applicable. ■ Please provide to us your basis for including goodwill in your calculation of NAV. Include within your response how your calculation is consistent with your policy disclosure that indicates your valuation was performed in accordance with the provisions of Practice Guideline 2013-01 issued by the Institute for Portfolio Alternatives, which notes that when determining gross asset value for purposes of NAV valuation methodology, intangible assets are to be excluded, including all assets/liabilities required by ASC 805. ■ We note that you may conduct the share repurchase program during the offering period of the shares being registered under this registration statement. Please be advised that you are responsible for analyzing the applicability of Regulation M to your share repurchase program. We urge you to consider all the elements of your share repurchase program in determining whether the program is consistent with the class relief granted by the Division of Market Regulation in the class exemptive letter granted Alston & Bird LLP dated October 22, 2007. To the extent you have questions as to whether the program is entirely consistent with that class exemption you may contact the Division of Trading and Markets at 202-551-5777. 11 | A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs
RkJQdWJsaXNoZXIy NTU5OTQ5