SEC Company Response from MortgageIT Holdings, Inc. (CIK 0001284151) — Jun 23, 2005

MortgageIT Holdings, Inc. (CIK 0001284151)
Date: June 23, 2005 · CIK: 0001284151 · Accession: 0000950136-05-003673

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AI Filing Summary & Sentiment

File numbers found in text: 333-125556

Date

June 17, 2005

Author

/s/ JEFFREY D. HAAS

Form

CORRESP

Company

MortgageIT Holdings, Inc. (CIK 0001284151)

Letter

----------- Facsimile (202) 457-6315 June 17, 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"). It is in response to the Staff's comments received telephonically today 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.

As we have discussed, the REIT made a distribution of $0.44 per share for the period from August 4, 2004 through December 31, 2004. The Staff is hereby advised that the distribution exceeded the REIT's consolidated net income for the year ended December 31, 2004 by an aggregate of $17.0 million and was paid out of the proceeds from the REIT's initial public offering. Disclosure of such has been added to Pre-Effective Amendment No. 1 to the Registration Statement (the "Amended Registration Statement"). The REIT also advises the Staff that it understands the Staff's position regarding the characterization of payments to stockholders as "dividends," i.e., only in the event that an entity's earnings are sufficient to cover the dividend payments. In this regard, all necessary revisions to the disclosure in the Registration Statement have been made in the Amended Registration Statement.

Elaine Wolff, Esq. June 17, 2005 Page 2

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

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CORRESP
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[PATTON BOGGS LLP LOGO]                   2550 M Street NW
                                          Washington DC 20037
                                          (202) 457-6000

                                          -----------
                                          Facsimile  (202) 457-6315

June 17, 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"). It is in response to the Staff's comments received
telephonically today 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.

         As we have discussed, the REIT made a distribution of $0.44 per share
for the period from August 4, 2004 through December 31, 2004. The Staff is
hereby advised that the distribution exceeded the REIT's consolidated net income
for the year ended December 31, 2004 by an aggregate of $17.0 million and was
paid out of the proceeds from the REIT's initial public offering. Disclosure of
such has been added to Pre-Effective Amendment No. 1 to the Registration
Statement (the "Amended Registration Statement"). The REIT also advises the
Staff that it understands the Staff's position regarding the characterization of
payments to stockholders as "dividends," i.e., only in the event that an
entity's earnings are sufficient to cover the dividend payments. In this regard,
all necessary revisions to the disclosure in the Registration Statement have
been made in the Amended Registration Statement.

Elaine Wolff, Esq.
June 17, 2005
Page 2

         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.

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