SEC Company Response from National Healthcare Properties, Inc. (NHP, HLTC, NHPAP, NHPBP) (CIK 0001561032) (NHP) — Jul 30, 2014
National Healthcare Properties, Inc. (NHP, HLTC, NHPAP, NHPBP) (CIK 0001561032)
Date: July 30, 2014 · CIK: 0001561032 · Accession: 0001144204-14-045693
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-184677
Letter
United States Securities and Exchange Commission Division of Corporate Finance American Realty Capital Healthcare Trust II, Inc. Post-Effective Amendment No. 8 to Form S-11 Filed July 24, 2014 File No. 333-184677
Re:
Dear Ms. Hunter:
On behalf of our client, American Realty Capital Healthcare Trust II, Inc. (the “Company”), we are submitting this letter in response to the telephonic comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) on July 30, 2014, with respect to Post-Effective Amendment No. 8 to the Registration Statement on Form S-11 (the “Post-Effective Amendment”) filed by the Company with the Commission on July 24, 2014 (No. 333-184677) (the “Registration Statement”).
Certain of the Staff’s comments call for explanation of, or supplemental information as to, various matters relating to disclosures provided in the Registration Statement. Responses to these comments have been provided by the Company to us and are set forth in this letter. The Company’s responses are set forth below.
General
1. The Staff requested that, going forward, the Company include in its Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 a discussion regarding cumulative FFO compared to cumulative distributions and a brief statement as to how this is dilutive.
The Company will include a discussion regarding cumulative FFO compared to cumulative distributions and describe the dilutive impact, if any, in all future Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5.
2. The Staff requested that, going forward, the Company add or update, as applicable, in its Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 the following: (i) a risk factor that discloses the percentage of distributions, if any, that is not covered by cash flow from operations or full fiscal year or stub FFO and (ii) a summary risk factor with respect thereto.
The Company will add or update, as applicable, in its Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 the following: (i) a risk factor that discloses the percentage of distributions, if any, that is not covered by cash flow from operations or full fiscal year or stub FFO and (ii) a summary risk factor with respect thereto.
The Company acknowledges that:
· should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Thank you for your prompt attention to this letter responding to the Staff’s comments. Please direct any questions concerning this response to the undersigned at (212) 969-3445.
Very truly yours,
PROSKAUER ROSE LLP
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Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299
July 30, 2014
Ms. Sandra Hunter
United States Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549-7010
Re:
American Realty Capital Healthcare Trust
II, Inc.
Post-Effective Amendment No. 8 to Form S-11
Filed July 24, 2014
File No. 333-184677
Dear Ms. Hunter:
On behalf of our client,
American Realty Capital Healthcare Trust II, Inc. (the “Company”), we are submitting this letter in response
to the telephonic comments of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”) on July 30, 2014, with respect to Post-Effective Amendment No. 8 to the Registration Statement
on Form S-11 (the “Post-Effective Amendment”) filed by the Company with the Commission on July 24, 2014 (No.
333-184677) (the “Registration Statement”).
Certain of the Staff’s
comments call for explanation of, or supplemental information as to, various matters relating to disclosures provided in the Registration
Statement. Responses to these comments have been provided by the Company to us and are set forth in this letter. The Company’s
responses are set forth below.
General
1. The Staff requested that, going forward, the Company include in its Post-Effective Amendments
filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 a discussion regarding cumulative FFO compared to cumulative
distributions and a brief statement as to how this is dilutive.
The Company will include a discussion regarding cumulative FFO compared to cumulative distributions
and describe the dilutive impact, if any, in all future Post-Effective Amendments filed pursuant to the undertaking in Section
20.D. of Industry Guide 5.
2. The Staff requested that, going forward, the Company add or update, as applicable, in its
Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 the following: (i) a risk factor
that discloses the percentage of distributions, if any, that is not covered by cash flow from operations or full fiscal year or
stub FFO and (ii) a summary risk factor with respect thereto.
The Company will add or update, as applicable, in its Post-Effective Amendments filed pursuant
to the undertaking in Section 20.D. of Industry Guide 5 the following: (i) a risk factor that discloses the percentage of distributions,
if any, that is not covered by cash flow from operations or full fiscal year or stub FFO and (ii) a summary risk factor with respect
thereto.
The Company
acknowledges that:
· should the Commission or the Staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and
· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.
Thank you for your
prompt attention to this letter responding to the Staff’s comments. Please direct any questions concerning this response
to the undersigned at (212) 969-3445.
Very truly yours,
PROSKAUER ROSE LLP
By:
/s/ Peter M. Fass
Peter M. Fass
cc:
Michael J. Choate, Esq.
James A. Tanaka, Esq.