SEC Comment Letter 0000000000-23-013234 to MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
Date: Dec. 5, 2023 · CIK: 0000944130 · Accession: 0000000000-23-013234
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File numbers found in text: 333-275625
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United States securities and exchange commission logo
December 5, 2023
Joseph W. Turner
Chief Executive Officer
Ministry Partners Investment Company, LLC
915 West Imperial Highway, Suite 120
Brea, California 92821
Re:Ministry Partners Investment Company, LLC
Registration Statement on Form S-1
Filed November 17, 2023
File No. 333-275625
Dear Joseph W. Turner:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed November 17, 2023
General
1.Please clarify why the bond offering size is $200,000,000 yet the 2024 Class A Debt
Certificate Trust Indenture authorizes an issuance up to an aggregate amount of
$375,000,000 but no more than the number of certificates outstanding in the aggregate
having an unpaid balance of $250,000,000.
2.We note that you have occasionally submitted documents styled as Rule 424(b)(3)
prospectus supplements using the EDGAR submission type "SUPPL." These supplements
include changes to the interest rates offered on your notes. Please provide us with your
analysis as to why the supplements are not covered by Rule 424. Alternatively, please
confirm that if you supplement your prospectus in the future, you will submit the
supplement under the appropriate 424 submission type. For instance, we note that on your
cover page, you indicate that you will file supplements under Rule 424(b)(3).
FirstName LastNameJoseph W. Turner
Comapany NameMinistry Partners Investment Company, LLC
December 5, 2023 Page 2
FirstName LastName
Joseph W. Turner
Ministry Partners Investment Company, LLC
December 5, 2023
Page 2
Management's Discussion and Analysis
Debt Securities, page 73
3.You state that "[h]istorically, [you] have been successful in generating reinvestments by
[y]our debt security holders when the notes they hold mature." Please revise to clarify the
reinvestment process, the notice process and the impact of reinvestments on the amounts
outstanding under the Form S-1 shelf registration statement.
Certain Relationships and Related Transactions, page 112
4.You state on page 112 that "[t]he KCT Operating LOC is a $5.0 million short-term
demand credit facility with a one-year maturity date ending on June 6, 2023" and that it
automatically renews for another year term unless either party furnishes written notice.
You further state in the table on page 114 that the KCT Operating LOC has a maturity
date of June 6, 2024. Please revise your disclosure to clarify whether the KCT Operating
LOC automatically renewed for another year to June 6, 2024.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Robert Arzonetti at 202-551-8819 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Randy Sterns, Esq.