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CORRESP
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iron_corresp.htm

   805 SW Broadway

 Suite 1500

 Portland, OR 97205

 503.226.1191 Phone

 503.226.0079 Fax

   File Number: I7779-0006

 503.226.8636 Direct

 apear@buchalter.com

 February 28, 2025

    Jeffrey Gabor/Isabel Rivera

 Office of Real Estate & Construction

 Division of Corporate Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

   Re:

  Iron Bridge Mortgage Fund, LLC  Offering Statement on Form 1-A

 Post-Qualification Amendment No. 5

 Filed January 27, 2025

 File No. 024-11984

 To Whom it May Concern:

 On behalf of Iron Bridge Mortgage Fund LLC (the “Company” or “Iron Bridge”), this letter is submitted in response to the Staff’s comment letter dated February 10, 2025 relating to the above-captioned Offering Statement on Form 1-A (the “Amended Offering Statement 5”).  We have filed Post-Qualification Amendment No. 6 (“Amended Offering Statement 6”) concurrently herewith.  The Staff’s comments are set forth below along with the Company’s response to each comment.  Capitalized terms that are not otherwise defined herein shall have the meanings set forth in the Offering Statement.

 Post-qualification Amendment No. 5 to Offering Statement on Form 1-A filed January 27, 2025

 Offering Circular Summary, page 3

 COMMENT:

   1.

   We have reviewed the structure of your distribution reinvestment program. It appears that you are concurrently offering participation in your distribution reinvestment program with each unit purchased. Please reconcile your disclosure to confirm, if true, that participation in your distribution reinvestment program will be offered solely to existing securityholders and, with respect to new investors in this offering, no units will be offered under the program prior to their having purchased units in this offering. Please refer to Rules 251(d)(3)(i)(B) and 261 of Regulation A (which incorporates definitions from Rule 405, including the term dividend reinvestment plan).

   Jeffrey Gabor/Isabel Rivera

 Office of Real Estate & Construction

 February 28, 2025

 Page 2

 RESPONSE:  We confirm that participation in the Company’s distribution reinvestment program will only be offered solely to existing security holders, and with respect to new investors in this offering, no units will be offered under the program prior to their having purchased units in this offering.  The only distribution reinvestments that are permitted are distributions on previously purchased units.  We have also updated Amended Offering Statement 6 to clarify this point.

 Risk Factors, page 8

 COMMENT:

   2.

   Please update your risk factor disclosure with respect to the Investment Company Act of 1940 to address whether the units are “redeemable securities” and any risks associated therewith. In addition, please add disclosure noting that the redemption rights with respect to the units are more limited than those associated with registered investment companies.

 RESPONSE: We have updated our risk factor disclosures with respect to the Investment Company Act of 1940 to specifically address whether the units are “redeemable securities” and any risks associated therewith, as well as adding disclosure noting that redemption rights with respect to the units are more limited than those associated with registered investment companies.

 General

 COMMENT:

   3.

   We note your response to prior comment 6. Please advise as to whether you have identified any specific precedent where issuers with redemption programs substantially similar to your program were determined not to be issuing “redeemable securities” as defined by Section 2(a)(32) of the Investment Company Act of 1940. Please focus your analysis on issuers who also permit redemption requests to be made at any time and without any minimum holding period.

   Jeffrey Gabor/Isabel Rivera

 Office of Real Estate & Construction

 February 28, 2025

 Page 3

 RESPONSE:

 We have identified several specific precedents discussing issuers with redemption programs similar to ours and where the program was determined not to be “redeemable securities”.

 Iron Bridge Redemption Program

 Our redemption program (the “Redemption Program”), as described in Amendment Offering Statement 5 and reflected in the First Amendment to our Third Amended and Restated Operating Agreement (“LLC Amendment 1”)1 as adopted by the Company on November 25, 2024, has the following features:

   ·

  The price to be paid to a Member for the redemption of any Unit will equal the lesser of (i) the net asset value (“NAV”) per Unit as of the last day of the previous month, as calculated by our Manager and published on the Company’s website, or (ii) the then current offering price per Unit, if we are engaged in an offering. The Member will also receive upon repurchase with respect to any repurchased Units an amount equal to accrued but unpaid distributions, at the fixed Preferred Return, plus any profit participation through the preceding month end. The NAV will be calculated no less than monthly and shall be determined based on the estimated market value of the Company’s total assets (primarily Portfolio Loans, and to a lesser extent, REO), less the value of all liabilities (primarily Bank Borrowings, and to a lesser extent, trade payables).

   ·

  The Manager has the right to unilaterally redeem on behalf of the Company all or any portion of a Member’s Class A, Class B, Class C, or Class D Units, as applicable, at any time. This right will be suspended however during any period when the Manager has suspended processing Redemption Requests as discussed below, or with respect to the Class A Units or Class B Units if such redemption would cause the Unreturned Capital Contributions of the Class A Units and the Class B Units, in the aggregate, to equal an amount less than 20% of the total assets of the Company (the “Class Limitation”). The Company reserves this right primarily for the purpose of managing its cost of capital.

   ·

  Any Member shall have the option to request a redemption of all or a portion of its Units by submitting a written request (a “Redemption Request”) to the Manager subject to the following limitations:

   o

  The Company is limited in any calendar quarter to redeem Units in an amount, on a net basis, of no more than 5% of aggregate NAV as of the last day of the previous quarter, which means that our redemptions will be limited to approximately 20% of our aggregate NAV in any 12 month period (the “Aggregate Repurchase Limitation”). Repurchase limitations will be based on “net repurchases” during a quarter, as applicable. The term “net repurchases” means the excess of our Unit repurchases (capital outflows) over the proceeds from the sale of our Units (capital inflows) for a given period. For these purposes, we will include proceeds we receive from the sale of Units under our distribution reinvestment plan as capital inflows, and payments of distributions in cash as capital outflows. If redemptions do not reach the 5% limit in a calendar quarter, the unused portion generally will be carried over to the next quarter, but not any subsequent quarter, except that the maximum amount of redemptions during any quarter may never exceed 10% of the aggregate NAV as of the last day of the previous quarter.

 ___________________________

 1 The Redemption Program prior to LLC Amendment 1 is discussed in greater detail in our response to Comment 4 below.

   Jeffrey Gabor/Isabel Rivera

 Office of Real Estate & Construction

 February 28, 2025

 Page 4

   o

  In addition, while generally Redemption Requests with respect to all classes of Unit will be treated as a single class for purposes of the limitations under the Company’s Redemption Program, if at any time the amount of Unreturned Capital Contributions associated with the Class A Units and Class B Units, in the aggregate, equal less than 20% of the total assets of the Company, the Company shall suspend processing Redemption Requests associated with Class A Units and Class B Units and extend the redemption date for such Units until such time as the Unreturned Capital Contributions associated with the Class A Units and the Class B Units in the aggregate exceeds 20% of the total assets of the Company (the “Member Class Limitation”).

   o

  If (i) if the Company receives a Redemption Request from a Member (or group of affiliated Members) for an aggregate amount over $1 million, then the Company may, at the Manager's election, as determined in its sole discretion, complete any such Redemption Request in multiple quarterly payment intervals of $1,000,000 for each such payment date and (ii) if the Company has unfulfilled Redemptions Requests at any time for more than thirty percent (30%) of outstanding Units, or to the extent that the processing of Redemption Requests may otherwise be prohibited by law, then the Company may elect to (A) suspend processing of any additional Redemption Requests by Members in the order received; (B) extend the redemption date for all Members until such time as the Company has sufficient liquidity to complete such redemptions without causing a material adverse impact on the Company, as determined by the Manager in its reasonable discretion, with no requirement of the Company or the Manager to market or sell any investments or other assets at fire sale or discount prices to complete any outstanding Redemption Requests, (C) make payments, or prepayments as applicable, to Members who have submitted a Redemption Request, provided, however, that any such payments or prepayments during such extension shall be made in accordance with the distribution waterfall associated with the Net Cash Flow From Sale or Refinance instead of in the order received (subject to the Class Limitation); and (D) give notice to all Members that the Company is electing to take the actions set forth in subsections (A), (B) and (C) above (the “Liquidity Limitation”).

   o

  The Manager is also entitled to reject a Redemption Request, limit the amount to which a Redemption Request applies or otherwise modify the terms of satisfying a Redemption Request to the extent the Manager determines necessary or advisable to ensure or maintain the status of the Company as a REIT or avoid any U.S. federal income or excise tax (the “Tax Limitation”).

   Jeffrey Gabor/Isabel Rivera

 Office of Real Estate & Construction

 February 28, 2025

 Page 5

   ·

  It is the intention of the Company to complete all Redemption Requests within sixty (60) days of receipt, subject to the aforementioned limitations. There is no contractual guarantee as to when the redemption will be paid out (“Processing Wait Time Limitation”).

   ·

  Redemption Requests will generally be completed in the order received (“General Priority Limitation”). If the Company does not completely satisfy a Redemption Request at the end of a quarterly period because of the limitations on repurchases, then the Company will treat the unsatisfied portion of the repurchase as a request for repurchase in the next quarter, unless the Redemption Request is withdrawn. Any such Member can withdraw a Redemption Request by sending written notice to the Manager at least five business days before the commencement of the next quarter. The Company’s redemption plan will automatically and without stockholder notification resume on the first day of the calendar quarter following the quarter in which redemptions were suspended due to reaching such quarter’s volume limitation for redemptions, unless otherwise suspended by our Manager. At the beginning of the next quarter, Redemption Requests that were not satisfied during the previous quarter and that have not been withdrawn will be redeemed on a pro rata basis, prior to any new Redemption Requests. Notwithstanding the foregoing, at any time, the Manager may prioritize Redemption Requests related to (and in the following order of priority): (a) repurchases upon the death of a Member; (b) repurchases in connection with a disability, as determined by the governmental agency responsible for reviewing the disability retirement benefits that the Member could be eligible to receive or determination of incompetence, processed in order of the date such disability or incompetence was determined; (c) repurchases in connection with required minimum distribution requirements for the Member, processed in order of the date the notice is received; and (d) any Redemption Request for less than 50,000 Units (“Special Priority Limitation”). While Units subject to a Redemption Requests upon the death of a Member will be included in calculating the maximum number of Units that may be redeemed, Units subject to a redemption requested upon the death of a Member will not be subject to the percentage limitation.

   Jeffrey Gabor/Isabel Rivera

 Office of Real Estate & Construction

 February 28, 2025

 Page 6

   ·

  The Company primarily intends to rely on Portfolio Loan payoffs to fund payment of any redemptions of Units, but the Members agree and acknowledge that the Company may utilize any source of proceeds to effectuate redemptions, including, but not limited to, the use of Portfolio Loan payoffs, real estate sales, capital contributions and other debt financing for purposes of making redemptions. This flexibility is a matter of cash management as opposed to cash availability. While the Company is retaining this flexibility for cash management purposes, ultimately redemptions will only be made out of available cash. Cash flow will be considered available only after all of the Company’s current expenses have been paid and adequate provision has been made for the payment of monthly cash distributions to those investors who elect to receive such distributions upon the subscription of Units, as described above. The Company legally cannot make a redemption under the Oregon Limited Liability Company Act, if, after giving effect to the redemption, the limited liability company would not be able to pay its debts as they become due in the ordinary course of business; or the fair value of the total assets of the limited liability company would not at least equal the sum of its total liabilities, plus, unless the articles of organization permit otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution, if any, of other members that are superior to the rights of the members receiving the distribution (“Solvency Limitation”). As noted above in the Liquidity Limitation, “to the extent that the processing of Redemption Requests may otherwise be prohibited by law,” the Company may elect to suspend the redemption program or extend redemption dates. The Manager does not intend to liquidate any Portfolio Loans prior to maturity in order to pay Redemption Requests, and intends to suspend the Redemption Program, as described below, in the event that the Company does not have sufficient liquidity from operations in the ordinary course of business to honor Redemption Requests outstanding, or the Manager believes that continuing the Redemption Program may threaten the liquidity position of the Company. To date, the Company has never liquidated a Portfolio Loan prior to maturity for purposes of its Redemption Program. We have updated our disclosures in Offering Statement Amendment 6 to further clarify this application of our Redemption Program.

   ·

  The Manager may, in its sole discretion, amend, suspend, or terminate the Redemption Program at any time, including to protect our operations and our non-redeemed Members, to prevent an undue burden on our liquidity, to preserve our status as a REIT for U.S. federal income tax purposes, following any material decrease in our NAV, or for any other reason (“Discretion Limitation”). The Company will also terminate its redemptio