SEC Comment Letter for Education Realty Trust, Inc. (CIK 0001302343) — Jan 25, 2005
Education Realty Trust, Inc. (CIK 0001302343)
Date: Jan. 25, 2005 · CIK: 0001302343 · Accession: 0000000000-05-003766
AI Filing Summary & Sentiment
File numbers found in text: 333-119264
Letter
January 21, 2005 Mail Stop 0409 Paul O. Bower President and Chief Executive Officer Education Realty Trust, Inc. 530 Oak Court Drive, Suite 300 Memphis, Tennessee 38117
Re: Education Realty Trust, Inc. Amendment No. 4 to Form S-11 Filed on January 11, 2004 Registration No. 333-119264
Dear Mr. Bower:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
For purposes of this comment letter, we refer to the pagination, paragraphs, sentence and line numbers as displayed by the marked courtesy copy version of your Form S-11 filed on January 11, 2005.
General
1. We note your disclosure on page 43 that you "expect that approximately 99.2% of [y]our estimated initial annual distribution will represent a return of capital for federal income tax purposes." Based on the material nature of this disclosure to investors, please revise the seventh bullet point risk factor on the coverpage, the second bullet point in the summary risk factor section on page 5 and your risk factor disclosure on page 35 to reflect this estimate of return of capital.
* * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.
You may contact Joshua S. Forgione (202) 824-5464 or Donna Di Silvio, Accounting Branch Chief, at (202) 942-1852 if you have questions regarding comments on the financial statements and related matters. Please contact Neil Miller at (202) 942-1851 or the undersigned at (202) 942-1971 with any other questions.
Sincerely,
Owen J. Pinkerton
Senior Counsel
Show Raw Text
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<TEXT>
January 21, 2005
Mail Stop 0409
Paul O. Bower
President and Chief Executive Officer
Education Realty Trust, Inc.
530 Oak Court Drive, Suite 300
Memphis, Tennessee 38117
Re: Education Realty Trust, Inc.
Amendment No. 4 to Form S-11
Filed on January 11, 2004
Registration No. 333-119264
Dear Mr. Bower:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
For purposes of this comment letter, we refer to the
pagination, paragraphs, sentence and line numbers as displayed by
the
marked courtesy copy version of your Form S-11 filed on January
11,
2005.
General
1. We note your disclosure on page 43 that you "expect that
approximately 99.2% of [y]our estimated initial annual
distribution
will represent a return of capital for federal income tax
purposes."
Based on the material nature of this disclosure to investors,
please
revise the seventh bullet point risk factor on the coverpage, the
second bullet point in the summary risk factor section on page 5
and
your risk factor disclosure on page 35 to reflect this estimate of
return of capital.
* * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Joshua S. Forgione (202) 824-5464 or Donna
Di
Silvio, Accounting Branch Chief, at (202) 942-1852 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Neil Miller at (202) 942-1851 or the
undersigned at (202) 942-1971 with any other questions.
Sincerely,
Owen J. Pinkerton
Senior Counsel
cc: Rosemarie A. Thurston, Esq. (via facsimile)
John A. Earles, Esq.
Morris, Manning & Martin LLP
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Education Realty Trust, Inc.
January 21, 2005
Page 1
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