Correspondence 0000944130-23-000101 from MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
MINISTRY PARTNERS INVESTMENT COMPANY, LLC (CIK 0000944130)
Date: Dec. 11, 2023 · CIK: 0000944130 · Accession: 0000944130-23-000101
AI Filing Summary & Sentiment
File numbers found in text: 333-275625
Referenced dates: December 5, 2023
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
December 11, 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 Christian Windsor
RE:
Ministry Partners Investment Company, LLC
Supplemental Correspondence
Registration Statement on Form S-1 filed November 17, 2023
File No. 333-275625
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, Ministry Partners Investment Company, LLC (the “Company”), in response to your comment letter dated December 5, 2023.
We appreciate your office’s review of the Company’s submission. We hereby respond to these comments in the order of their presentation in your comment letter:
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.
RESPONSE: We have revised the Trust Indenture and disclosure in the Registration Statement to provide that the Trust Indenture permits up to $300,000,000 of Certificates to be issued. In addition, no Certificates may be issued under the Trust Indenture if the aggregate amount of the unpaid balance of outstanding Certificates exceeds $200,000,000. The Company’s previous Trust
8BI773102.DOCX
United States Securities and Exchange Commission
December 11, 2023
Page 2
Indenture entered into under the Prospectus dated January 8, 2021 also included a provision which authorized up to $300,000,000 of Certificates to be issued under the previous Trust Indenture.
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).
RESPONSE: We acknowledge your comment that the Company occasionally submitted documents styled as Rule 424(b)(3) Prospectus Supplements using the Edgar submission type “SUPPL.” Please be advised that if the Company supplements its Prospectus in the future under this Registration Statement, it will submit the supplements under the appropriate Rule 424 submission type. In addition, please note that we have revised the cover page of the Company’s Registration Statement to delete any reference to filing a supplement under Rule 424(b)(3).
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.
RESPONSE: We have revised the disclosure in the Registration Statement under the Section titled “How to Purchase a Certificate” to clarify the reinvestment process the Company will undertake when a holder of a Certificates decides to purchase a new Certificate when a previously held Certificate matures. In addition, we have also added language in the Section entitled “Management’s Discussion and Analysis” to clarify the notice process undertaken when a Certificate matures and confirm that a newly issued Certificate when an investor re-invests all or a portion of a maturing Certificate will be deemed to have been issued under the Registration Statement and Indenture.
Certain Relationships and Related Transaction, page 112
8BI773102.DOCX
United States Securities and Exchange Commission
December 11, 2023
Page 3
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.
RESPONSE: We have revised the Prospectus to confirm that the KCT Operating LOC was extended for a one-year period ending on June 6, 2024
Should you have additional questions or comments regarding this matter, please contact me at (813) 204-6401.
Thank you for your attention and courtesies with respect to this matter.
Respectfully Submitted,
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CORRESP 1 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 December 11, 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 Christian Windsor RE: Ministry Partners Investment Company, LLC Supplemental Correspondence Registration Statement on Form S-1 filed November 17, 2023 File No. 333-275625 Ladies and Gentlemen: We are submitting this letter on behalf of our client, Ministry Partners Investment Company, LLC (the “Company”), in response to your comment letter dated December 5, 2023. We appreciate your office’s review of the Company’s submission. We hereby respond to these comments in the order of their presentation in your comment letter: 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. RESPONSE: We have revised the Trust Indenture and disclosure in the Registration Statement to provide that the Trust Indenture permits up to $300,000,000 of Certificates to be issued. In addition, no Certificates may be issued under the Trust Indenture if the aggregate amount of the unpaid balance of outstanding Certificates exceeds $200,000,000. The Company’s previous Trust 8BI773102.DOCX United States Securities and Exchange Commission December 11, 2023 Page 2 Indenture entered into under the Prospectus dated January 8, 2021 also included a provision which authorized up to $300,000,000 of Certificates to be issued under the previous Trust Indenture. 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). RESPONSE: We acknowledge your comment that the Company occasionally submitted documents styled as Rule 424(b)(3) Prospectus Supplements using the Edgar submission type “SUPPL.” Please be advised that if the Company supplements its Prospectus in the future under this Registration Statement, it will submit the supplements under the appropriate Rule 424 submission type. In addition, please note that we have revised the cover page of the Company’s Registration Statement to delete any reference to filing a supplement under Rule 424(b)(3). 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. RESPONSE: We have revised the disclosure in the Registration Statement under the Section titled “How to Purchase a Certificate” to clarify the reinvestment process the Company will undertake when a holder of a Certificates decides to purchase a new Certificate when a previously held Certificate matures. In addition, we have also added language in the Section entitled “Management’s Discussion and Analysis” to clarify the notice process undertaken when a Certificate matures and confirm that a newly issued Certificate when an investor re-invests all or a portion of a maturing Certificate will be deemed to have been issued under the Registration Statement and Indenture. Certain Relationships and Related Transaction, page 112 8BI773102.DOCX United States Securities and Exchange Commission December 11, 2023 Page 3 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. RESPONSE: We have revised the Prospectus to confirm that the KCT Operating LOC was extended for a one-year period ending on June 6, 2024 Should you have additional questions or comments regarding this matter, please contact me at (813) 204-6401. Thank you for your attention and courtesies with respect to this matter. Respectfully Submitted, Bush Ross, P.A. Randy K. Sterns RKS/jal Cc813: Joseph W. Turner, Jr. 8BI773102.DOCX