SEC Comment Letter for Ares Real Estate Income Trust Inc. (ZARE) (CIK 0001327978) (ZARE) — Sep 26, 2005
Ares Real Estate Income Trust Inc. (ZARE) (CIK 0001327978)
Date: Sept. 26, 2005 · CIK: 0001327978 · Accession: 0000000000-05-049609
AI Filing Summary & Sentiment
File numbers found in text: 333-125338
Letter
Mail Stop 4561 September 23 , 2005 John E. Biallas President Dividend Capital Total Realty Trust, Inc. 518 Seventeenth Street, 17th Floor Denver, CO 80202
Re: Dividend Capital Total Realty Trust, Inc. Amendment No. 2 to Registration Statement on Form S-11 Filed September 7, 2005 Registration No. 333-125338
Dear Mr. Biallas:
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.
All page numbers refer to the marked courtesy copy of the registration statement that you provided to us.
General
1. We note your response to comment 3. We continue to believe that the term "partner" in the context of a real estate offering is not an appropriate term unless the parties are, in fact, "partners," as such term is understood in a legal context. For example, it does not appear that the relationships you contemplate entering into anticipate the sharing of gains and losses in a partnership structure. As such, please revise to refrain from using the term "partner".
Cover Page
2. We have reviewed your response to comment 7. Please note that Item 501(b) requires that you limit the front cover to one page. Therefore, we reissue our comment requesting that you limit your cover page to one page. Please also see Question 9 found in Staff Legal Bulletin 7A.
Prospectus Summary, page 1
3. Refer to comment 9. Please revise to communicate a balanced presentation of the information in the prospectus summary. Your summary should address your weaknesses in the same manner as your strengths. For example, please highlight the information regarding conflicts of interests under a separate heading and restore sufficient detail in order for investors to be able to understand the nature of such conflicts. In this regard, we note your disclosure in the fourth paragraph on page 6. To the extent these revisions were made in order to shorten the size of the summary section, please be aware that there remains repetitive disclosure in the Q&A section.
Compensation to the Advisor and Affiliates, page 3
4. We refer to your statement that you have summarized "the most significant fees" to be paid to the Advisor and its affiliates. To the extent you have omitted certain fees to be paid to affiliated entities, please revise your disclosure to briefly discuss these.
Share Redemption Program, page 12
5. Please briefly discuss the prices at which shareholders may redeem their shares pursuant to your redemption program.
Estimate Use of Proceeds, page 40
6. We note your response to comment 13. As previously requested, please revise to include a tabular presentation to identify each principal purpose for which the net proceeds are intended to be used, if you raise the minimum and maximum amounts registered pursuant to this offering. In this regard, we note your disclosure in footnote (9).
Capitalization Table, page 92
7. Update the capitalization table as of the most recent balance sheet date included in the filing.
Item 36. Financial Statement and Exhibits
Note 2 - Summary of Significant Accounting Policies
Organizational and Offering Costs, pages 3 and 10
8. Please advise us why you are not expensing organizational costs as incurred in accordance with SOP 98-5.
Table III, page A-6
9. We note your response to comment 26; however, we are unable to locate the requested disclosure. Please revise or advise. We refer you to the Instructions to Appendix II of Guide 5.
* * *
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 Thomas Flinn, Accountant, at (202) 551-3469 or Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 if you have questions regarding comments on the financial statements and related matters. Please contact Jeffrey Shady, Attorney-Advisor, at (202) 551-3471 or me at (202) 551-3694 with any other questions.
Sincerely,
Owen Pinkerton
Senior Counsel
Show Raw Text
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 4561
September 23 , 2005
John E. Biallas
President
Dividend Capital Total Realty Trust, Inc.
518 Seventeenth Street, 17th Floor
Denver, CO 80202
Re: Dividend Capital Total Realty Trust, Inc.
Amendment No. 2 to Registration Statement on Form S-11
Filed September 7, 2005
Registration No. 333-125338
Dear Mr. Biallas:
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.
All page numbers refer to the marked courtesy copy of the
registration statement that you provided to us.
General
1. We note your response to comment 3. We continue to believe
that
the term "partner" in the context of a real estate offering is not
an
appropriate term unless the parties are, in fact, "partners," as
such
term is understood in a legal context. For example, it does not
appear that the relationships you contemplate entering into
anticipate the sharing of gains and losses in a partnership
structure. As such, please revise to refrain from using the term
"partner".
Cover Page
2. We have reviewed your response to comment 7. Please note that
Item 501(b) requires that you limit the front cover to one page.
Therefore, we reissue our comment requesting that you limit your
cover page to one page. Please also see Question 9 found in Staff
Legal Bulletin 7A.
Prospectus Summary, page 1
3. Refer to comment 9. Please revise to communicate a balanced
presentation of the information in the prospectus summary. Your
summary should address your weaknesses in the same manner as your
strengths. For example, please highlight the information
regarding
conflicts of interests under a separate heading and restore
sufficient detail in order for investors to be able to understand
the
nature of such conflicts. In this regard, we note your disclosure
in
the fourth paragraph on page 6. To the extent these revisions
were
made in order to shorten the size of the summary section, please
be
aware that there remains repetitive disclosure in the Q&A section.
Compensation to the Advisor and Affiliates, page 3
4. We refer to your statement that you have summarized "the most
significant fees" to be paid to the Advisor and its affiliates.
To
the extent you have omitted certain fees to be paid to affiliated
entities, please revise your disclosure to briefly discuss these.
Share Redemption Program, page 12
5. Please briefly discuss the prices at which shareholders may
redeem
their shares pursuant to your redemption program.
Estimate Use of Proceeds, page 40
6. We note your response to comment 13. As previously requested,
please revise to include a tabular presentation to identify each
principal purpose for which the net proceeds are intended to be
used,
if you raise the minimum and maximum amounts registered pursuant
to
this offering. In this regard, we note your disclosure in
footnote
(9).
Capitalization Table, page 92
7. Update the capitalization table as of the most recent balance
sheet date included in the filing.
Item 36. Financial Statement and Exhibits
Note 2 - Summary of Significant Accounting Policies
Organizational and Offering Costs, pages 3 and 10
8. Please advise us why you are not expensing organizational costs
as
incurred in accordance with SOP 98-5.
Table III, page A-6
9. We note your response to comment 26; however, we are unable to
locate the requested disclosure. Please revise or advise. We
refer
you to the Instructions to Appendix II of Guide 5.
* * *
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 Thomas Flinn, Accountant, at (202) 551-3469
or
Cicely Luckey, Accounting Branch Chief, at (202) 551-3413 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Jeffrey Shady, Attorney-Advisor, at (202)
551-3471 or me at (202) 551-3694 with any other questions.
Sincerely,
Owen Pinkerton
Senior Counsel
cc: Phyllis Korff (via facsimile)
Skadden, Arps, Slate, Meagher & Flom LLP
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John E. Biallas
Dividend Capital Total Realty Trust, Inc.
September 23, 2005
Page 1
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