SEC Comment Letter 0000000000-23-000354 to MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
Date: Jan. 12, 2023 · CIK: 0000944130 · Accession: 0000000000-23-000354
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File numbers found in text: 333-250027
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United States securities and exchange commission logo
January 12, 2023
Joseph W. Turner
Chief Executive Officer
Ministry Partners Investment Company, LLC
915 West Imperial Highway, Suite 120
Brea, CA 92821
Re:Ministry Partners Investment Company, LLC
Post-Effective Amendment No. 3 to Registration Statement on Form S-1
Filed December 29, 2022
File No. 333-250027
Dear Joseph W. Turner:
We have reviewed your post-effective amendment and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 3 to Registration Statement on Form S-1
We may face potential claims from certain holders of our 2021 Class A Notes, page 24
1.We note your response to our prior comment 1 and reissue in part. Our comment
requested, in part, contingent liability disclosures, as needed, associated with rescission
rights of investors related to the period of financial statement staleness as well as for
possible insufficient forward incorporation by reference language. Please provide us your
analysis as to whether you should provide contingent liability disclosure regarding the
potential rescission offer liability.
Item 15. Recent Sales of Unregistered Securities, page II-2
2.We note your response to our prior comment 3 and reissue in part. Please revise the table
of recent sales of unregistered securities to name the persons or identify the class of
FirstName LastNameJoseph W. Turner
Comapany NameMinistry Partners Investment Company, LLC
January 12, 2023 Page 2
FirstName LastName
Joseph W. Turner
Ministry Partners Investment Company, LLC
January 12, 2023
Page 2
persons to whom the securities were sold. Refer to Item 701(b) of Regulation S-K.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Robert Arzonetti at (202) 551-8819 or Tonya Aldave at (202) 551-3601
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Randy Sterns, Esq.