SEC Company Response from MortgageIT Holdings, Inc. (CIK 0001284151) — Jun 16, 2005
MortgageIT Holdings, Inc. (CIK 0001284151)
Date: June 16, 2005 · CIK: 0001284151 · Accession: 0000950136-05-003542
AI Filing Summary & Sentiment
File numbers found in text: 333-125556
Referenced dates: June 15, 2005
Letter
Facsimile (202) 457-6315 June 16, 2005 Jeffrey D. Haas (202) 457-5675 jhaas@pattonboggs.com Elaine Wolff, Esq. Branch Chief Division of Corporation Finance Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549
Re: MortgageIT Holdings, Inc. Registration Statement on Form S-11 Commission File No. 333-125556
Dear Ms. Wolff:
This letter is being transmitted to you on behalf of MortgageIT Holdings, Inc. (the "REIT") in response to your letter dated June 15, 2005, regarding the REIT's Registration Statement on Form S-11 (the "Registration Statement"), which was filed with the Securities and Exchange Commission on June 6, 2005.
The Staff's comment contained in your June 15th letter is addressed below.
1. As noted in your letter, the REIT paid a dividend of $0.44 per share for the period from August 4, 2004 through December 31, 2004 and $0.48 per share for the first quarter of 2005 (the "Dividends"). The Staff is advised that, for the reasons described below, no portion of the Dividends constituted a return of capital. As set forth in the Registration Statement, the REIT will elect and expects to qualify as a real estate investment trust for federal income tax purposes commencing with its taxable year ended December 31, 2004. Structured as a real estate investment trust, for federal income tax purposes, the taxable income or loss of the REIT's taxable real estate investment trust subsidiaries is not consolidated with the taxable income or loss of the REIT. Accordingly, the Dividends were determined based upon the REIT's taxable income (and not the consolidated income or loss of the REIT and its taxable real estate investment trust subsidiaries as reported in accordance with Generally Accepted Accounting Principles). Also, for tax purposes, the Dividends have been
Elaine Wolff, Esq. June 16, 2005 Page 2
paid by the REIT from its actual or estimated taxable income and, therefore, properly were not treated as a return of capital. As such, we do not believe that the Registration Statement disclosure regarding the Dividends should be revised.
Please do not hesitate to call the undersigned or Norman B. Antin if there are any comments or questions concerning the foregoing or if we can be of any further assistance.
Sincerely yours,
/s/ JEFFREY D. HAAS
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[PATTON BOGGS LOGO]
2550 M Street NW
Washington DC 20037
(202) 457-6000
-----------
Facsimile (202) 457-6315
June 16, 2005 Jeffrey D. Haas
(202) 457-5675
jhaas@pattonboggs.com
Elaine Wolff, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: MortgageIT Holdings, Inc.
Registration Statement on Form S-11
Commission File No. 333-125556
Dear Ms. Wolff:
This letter is being transmitted to you on behalf of MortgageIT Holdings,
Inc. (the "REIT") in response to your letter dated June 15, 2005, regarding the
REIT's Registration Statement on Form S-11 (the "Registration Statement"), which
was filed with the Securities and Exchange Commission on June 6, 2005.
The Staff's comment contained in your June 15th letter is addressed below.
1. As noted in your letter, the REIT paid a dividend of $0.44 per share for
the period from August 4, 2004 through December 31, 2004 and $0.48 per share for
the first quarter of 2005 (the "Dividends"). The Staff is advised that, for the
reasons described below, no portion of the Dividends constituted a return of
capital. As set forth in the Registration Statement, the REIT will elect and
expects to qualify as a real estate investment trust for federal income tax
purposes commencing with its taxable year ended December 31, 2004. Structured as
a real estate investment trust, for federal income tax purposes, the taxable
income or loss of the REIT's taxable real estate investment trust subsidiaries
is not consolidated with the taxable income or loss of the REIT. Accordingly,
the Dividends were determined based upon the REIT's taxable income (and not the
consolidated income or loss of the REIT and its taxable real estate investment
trust subsidiaries as reported in accordance with Generally Accepted Accounting
Principles). Also, for tax purposes, the Dividends have been
Elaine Wolff, Esq.
June 16, 2005
Page 2
paid by the REIT from its actual or estimated taxable income and, therefore,
properly were not treated as a return of capital. As such, we do not believe
that the Registration Statement disclosure regarding the Dividends should be
revised.
Please do not hesitate to call the undersigned or Norman B. Antin if there
are any comments or questions concerning the foregoing or if we can be of any
further assistance.
Sincerely yours,
/s/ JEFFREY D. HAAS
Jeffrey D. Haas
Enclosure
cc: Jennifer Gowetski, Esq.
Mr. Doug W. Naidus
Jay L. Bernstein, Esq.
Kathleen L. Werner, Esq.
Norman B. Antin, Esq.