Correspondence 0000944130-23-000007 from MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
Date: Jan. 23, 2023 · CIK: 0000944130 · Accession: 0000944130-23-000007
AI Filing Summary & Sentiment
File numbers found in text: 333-250027
Letter
Florida 33602
Florida 33601-3913
RANDY K. STERNS
rsterns@bushross.com
(813) 204-6401
1801 N. Highland Avenue
Tampa, Florida 33602
(813) 224-9255
(813) 223-9620
www.bushross.com
Mailing Address:
Post Office Box 3913
Tampa, Florida 33601-3913
January 23, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Mail Stop 4720
Washington, DC 20549
Attn: Robert Arzonetti or Tonya K. Aldave
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
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, Ministry Partners Investment Company, LLC (the “Company”), as a follow up to our previous telephone conference regarding certain questions raised in connection with the comment letter sent by the SEC to the Company on January 12, 2023.
We are providing an additional response to the following two items:
1. Contingent Liability Disclosure Regarding Potential Rescission Offer.
The Company has evaluated potential rescission claims that could be made arising in connection with certain sales of the Company’s 2021 Class A Notes. Based upon that review, we believe that the amount of these contingent liabilities is approximately $12.7 million. Of this amount, we believe that 85% of this total was sold to experienced and sophisticated investors that had a close and pre-existing relationship with the Company. For the remaining Notes subject to potential rescission offer liabilities, the Company has examined a number of factors when assessing the materiality of the failure to include sufficient forward incorporation by reference language in its prospectus. Given the relationship established by the Company with its investors,
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January 23, 2023
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the efforts made by the Company to ensure that each investor was provided access to the Company’s most recent Form 10-K and recent financial statements furnished under Form 10-Q on its website, the identities of, investment profiles and sophistication of the investors that purchased notes during the relevant period when stale financial statements may have been furnished to investors, we believe that the Company’s contingent liabilities for rescission, if any, will be materially insignificant.
Accordingly, we are enclosing with this correspondence a revised risk factor that will replace the risk factor located on page 24 of the Company’s Post-Effective Amendment No. 3 to its Registration Statement filed on Form S-1. We anticipate filing a new post-effective amendment early next week.
2.Recent Sales of Unregistered Securities.
We have also enclosed a revised table for the recent sales of unregistered securities made by the Company after the effective date of the Company’s Prospectus dated January 8, 2021. Please note that we have included an additional column in these tables to indicate the type of investor who purchased these notes, included additional disclosure as to whether the investor was an accredited or non-accredited investor, and provided further disclosure regarding whether the investor was a religious organization, school or church. For sales made to individuals, we have included a column indicating whether the investment was made on behalf of a trust, IRA or made in an individual capacity. We will also include this revised table in the post-effective amendment we intend to file early next week.
Should you have additional questions or comments regarding this matter, please contact me at (813) 224-9255. Thank you for your attention and courtesies with respect to this matter.
Respectfully Submitted,
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filename1.htm
Florida 33602
Florida 33601-3913
RANDY K. STERNS
rsterns@bushross.com
(813) 204-6401
1801 N. Highland Avenue
Tampa, Florida 33602
(813) 224-9255
(813) 223-9620
www.bushross.com
Mailing Address:
Post Office Box 3913
Tampa, Florida 33601-3913
January 23, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Mail Stop 4720
Washington, DC 20549
Attn: Robert Arzonetti or Tonya K. Aldave
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
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, Ministry Partners Investment Company, LLC (the “Company”), as a follow up to our previous telephone conference regarding certain questions raised in connection with the comment letter sent by the SEC to the Company on January 12, 2023.
We are providing an additional response to the following two items:
1. Contingent Liability Disclosure Regarding Potential Rescission Offer.
The Company has evaluated potential rescission claims that could be made arising in connection with certain sales of the Company’s 2021 Class A Notes. Based upon that review, we believe that the amount of these contingent liabilities is approximately $12.7 million. Of this amount, we believe that 85% of this total was sold to experienced and sophisticated investors that had a close and pre-existing relationship with the Company. For the remaining Notes subject to potential rescission offer liabilities, the Company has examined a number of factors when assessing the materiality of the failure to include sufficient forward incorporation by reference language in its prospectus. Given the relationship established by the Company with its investors,
87J4635.DOCX
United States Securities and Exchange Commission
January 23, 2023
Page 2
the efforts made by the Company to ensure that each investor was provided access to the Company’s most recent Form 10-K and recent financial statements furnished under Form 10-Q on its website, the identities of, investment profiles and sophistication of the investors that purchased notes during the relevant period when stale financial statements may have been furnished to investors, we believe that the Company’s contingent liabilities for rescission, if any, will be materially insignificant.
Accordingly, we are enclosing with this correspondence a revised risk factor that will replace the risk factor located on page 24 of the Company’s Post-Effective Amendment No. 3 to its Registration Statement filed on Form S-1. We anticipate filing a new post-effective amendment early next week.
2.Recent Sales of Unregistered Securities.
We have also enclosed a revised table for the recent sales of unregistered securities made by the Company after the effective date of the Company’s Prospectus dated January 8, 2021. Please note that we have included an additional column in these tables to indicate the type of investor who purchased these notes, included additional disclosure as to whether the investor was an accredited or non-accredited investor, and provided further disclosure regarding whether the investor was a religious organization, school or church. For sales made to individuals, we have included a column indicating whether the investment was made on behalf of a trust, IRA or made in an individual capacity. We will also include this revised table in the post-effective amendment we intend to file early next week.
Should you have additional questions or comments regarding this matter, please contact me at (813) 224-9255. Thank you for your attention and courtesies with respect to this matter.
Respectfully Submitted,
Bush Ross, P.A.
/s/ Randy K. Sterns
Randy K. Sterns
RKS/kd
Enclosures
cc: Joseph W. Turner, Jr.
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Item 15. Recent Sales of Unregistered Securities.
The Company from time to time sells debt securities on a negotiated basis to ministries or individuals who have purchased notes from the Company before and/or are accredited persons within the meaning of Rule 501 under Regulation D. For each of these notes, interest rates, terms and other conditions of the loan were negotiated with the investor. The Company has relied upon the exemptions under Regulation D and/or Section 4(2) of the 1933 Act in selling these securities.
Below are the securities sold under Regulation D since January 01, 2020:
Private Placement Sales for Investor Class: Organization
Private Placement Title: Subordinated Notes
Sale Date
Amount
Underwriter
*Investor Statuss
Offering Price
Consideration Received
Organization Type
4/13/2020
$
591,705
None
A
Par
$
591,705
501c3 - Church
9/14/2020
2,500,000
None
A
Par
2,500,000
501c3 - School
10/13/2020
591,714
None
A
Par
591,714
501c3 - Church
10/29/2020
327,511
None
NA
Par
327,511
501c3 - Church
2/26/2021
1,071,683
None
A
Par
1,071,683
501c3 - Religious Org.
3/9/2021
500,000
None
A
Par
500,000
501c3 - School
3/18/2021
350,000
None
NA
Par
350,000
501c3 - Religious Org.
4/14/2021
591,085
None
A
Par
591,085
501c3 - Church
12/31/2021
332,192
None
A
Par
332,192
501c3 - School
12/31/2021
19,103
None
A
Par
19,103
501c3 - School
2/28/2022
2,200,323
None
A
Par
2,200,323
501c3 - Church
5/9/2022
400,000
None
NA
Par
400,000
501c3 - Religious Org.
7/8/2022
161,070
None
NA
Par
161,070
501c3 - Religious Org.
11/17/2022
150,000
None
NA
Par
150,000
501c3 - Church
12/22/2022
400,000
None
A
Par
400,000
501c3 - Church
Totals
$
10,186,386
$
10,186,386
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January 23, 2023
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Private Placement Sales for Investor Class, Individual
Private Placement Title: Subordinated Notes
Sale Date
Amount
Underwriter
*Investor Status
Offering Price
Consideration Received
Investor Category
1/30/2020
$
200,000
None
A
Par
$
200,000
Trust
4/3/2020
195,978
None
A
Par
195,978
Trust
4/21/2020
116,927
None
A
Par
116,927
Trust
7/24/2020
104,861
None
A
Par
104,861
Trust
12/31/2020
389,014
None
A
Par
389,014
Trust
2/4/2021
161,075
None
A
Par
161,075
Trust
2/22/2021
563,462
None
NA
Par
563,462
Partnership
2/22/2021
101,000
None
A
Par
101,000
IRA
4/15/2021
120,608
None
A
Par
120,608
Trust
6/1/2021
25,000
None
NA
Par
25,000
Trust
8/31/2021
200,000
None
A
Par
200,000
Trust
10/25/2021
500,000
None
A
Par
500,000
Trust
11/16/2021
102,446
None
A
Par
102,446
Trust
1/31/2022
289,623
None
A
Par
289,623
Trust
3/2/2022
672,969
None
A
Par
672,969
IRA
5/31/2022
63,021
None
NA
Par
63,021
Trust
Totals
3,805,984
3,805,984
Total Private Placement Sales
13,992,370
13,992,370
* A = accredited investor, NA = not an accredited investor
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