SEC Comment Letter for National Healthcare Properties, Inc. (NHP, HLTC, NHPAP, NHPBP) (CIK 0001561032) (NHP) — Mar 16, 2020
National Healthcare Properties, Inc. (NHP, HLTC, NHPAP, NHPBP) (CIK 0001561032)
Date: March 16, 2020 · CIK: 0001561032 · Accession: 0000000000-20-002329
AI Filing Summary & Sentiment
Reasoning
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE March 16, 2020 Ziv Sapir Comrit Investments 1, LP 9 Ahad Ha’am Street Tel Aviv, Israel 6129101
Re: Healthcare Trust , Inc. Schedule TO -T/A Filed March 10, 2020 by Comrit Investments 1, Limited Partnership File No. 005-89596
Dear Mr. Sapir :
We have reviewed the above -captioned filing , and have the following comment s. Please respond by replying in writing to this letter and providing us with any requested additional information and/or amending the filing . If you do not believe a comment appl ies to your facts and circumstances and/or do not believe an amendment is appropriate, please advise us why .
After reviewing any amendment to the filing and any information provide d in response to these comment s, we may have additional comments.
Schedule TO-T/A
1. The offer has been conditioned upon their not having been “any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-coun ter market in the United States …” Given that shares in the subject company for which the offer ha s been made are not traded on a national securities exchange , please advise us, with a view toward revised disclosure, of the purpose of this language.
2. Please advise us, with a view toward revised disclosure, whether or not the language derived from the above -cited condition appearing in Section 12(d) of the Offer to Purchase has become operative. We note, for example, that multiple temporary cessations in trading have been implemented on the New York Stock Exchange as a result of compliance with compulsory trading c urbs since the offer has commenced.
3. To the extent the offerors conclude that a “general suspension of trading ” has occurred , please advise us, with a view toward revised disc losure, whether or not the condition has been waived or a decision has been ma de to terminate the offer. Please also advise us whether or not a material change has occurred under Rules 14d -6(c), 14d -3(b)(1) and 14d - 4(d)(1 ), and if so, how the offerors intend to effectuate compliance with those rules.
Ziv Sapir Comrit Investments 1, LP March 16 , 2020 Page 2
* * *
We remind you that the offerors are respon sible for the accuracy and adequacy of its disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
March 16, 2020
Ziv Sapir
Comrit Investments 1, LP
9 Ahad Ha’am Street
Tel Aviv, Israel 6129101
Re: Healthcare Trust , Inc.
Schedule TO -T/A
Filed March 10, 2020 by Comrit Investments 1, Limited Partnership
File No. 005-89596
Dear Mr. Sapir :
We have reviewed the above -captioned filing , and have the following comment s. Please
respond by replying in writing to this letter and providing us with any requested additional
information and/or amending the filing . If you do not believe a comment appl ies to your facts
and circumstances and/or do not believe an amendment is appropriate, please advise us why .
After reviewing any amendment to the filing and any information provide d in response to
these comment s, we may have additional comments.
Schedule TO-T/A
1. The offer has been conditioned upon their not having been “any general suspension of
trading in, or limitation on prices for, securities on any national securities exchange or in the
over-the-coun ter market in the United States …” Given that shares in the subject company
for which the offer ha s been made are not traded on a national securities exchange , please
advise us, with a view toward revised disclosure, of the purpose of this language.
2. Please advise us, with a view toward revised disclosure, whether or not the language derived
from the above -cited condition appearing in Section 12(d) of the Offer to Purchase has
become operative. We note, for example, that multiple temporary cessations in trading have
been implemented on the New York Stock Exchange as a result of compliance with
compulsory trading c urbs since the offer has commenced.
3. To the extent the offerors conclude that a “general suspension of trading ” has occurred ,
please advise us, with a view toward revised disc losure, whether or not the condition has
been waived or a decision has been ma de to terminate the offer. Please also advise us
whether or not a material change has occurred under Rules 14d -6(c), 14d -3(b)(1) and 14d -
4(d)(1 ), and if so, how the offerors intend to effectuate compliance with those rules.
Ziv Sapir
Comrit Investments 1, LP
March 16 , 2020
Page 2
* * *
We remind you that the offerors are respon sible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions
cc: Amos W. Barclay, Esq.