SecProbe.io

United States securities and exchange commission logo
May 10, 2024
Nicholas S. Schorsch
Managing Member
Bellevue Capital Partners, LLC
222 Bellevue Avenue
Newport, RI 02840
Re:Bellevue Capital Partners, LLC
American Strategic Investment Co.
Schedule TO-T Filed May 7, 2024
File No. 005-90261
Dear Nicholas S. Schorsch:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in your offer materials, unless otherwise
indicated.
Schedule TO-T Filed May 7, 2024
General
1.Given that the Offer seeks to buy less than all of the outstanding class of securities,
and Bellevue is not subject to the periodic reporting requirements under the
Securities Exchange Act of 1934 and rules thereunder, the safe harbor codified at
Instruction 2 to Item 10 of Schedule TO is unavailable. Please provide us with a legal
analysis that explains the basis for the position that the financial condition of Bellevue is
immaterial to a shareholder’s decision whether or not to participate in the Offer.
Alternatively, please revise to disclose the information required by Item 10 of Schedule
TO.
2.We note that Bellevue currently owns approximately 50.6% of the Company’s common
stock. Given Bellevue’s existing affiliate status, please provide an analysis as to why the
Offer should not be deemed the first step in a going private transaction under Exchange
Act Rule 13e-3 that required the filing of a Schedule 13E-3 at the time set forth in General

 FirstName LastNameNicholas S. Schorsch
 Comapany NameBellevue Capital Partners, LLC
 May 10, 2024 Page 2
 FirstName LastNameNicholas S. Schorsch
Bellevue Capital Partners, LLC
May 10, 2024
Page 2
Instruction D. For guidance, see Rule 13e-3(a)(3)(ii) and Q&A #4 of Exchange Act
Release No. 34-17719.
Withdrawal Rights, page 14
3.Under Section 14(d)(5) of the Exchange Act, tendered shares may be withdrawn if not
accepted for payment at any time after 60 days from commencement of the offer. Please
revise to note the existence of such “back end” withdrawal rights in this Offer. Refer to
Item 4 of Schedule TO and Item 1004(a)(1)(vi) of Regulation M-A.
Conditions of the Offer, page 16
4.On page 16 of the Offer to Purchase, you have included a condition that will be triggered
by “the commencement or escalation of a war, armed hostilities or other international or
national calamity directly or indirectly involving the United States.” Given current
ongoing hostilities, please revise this disclosure to explain what is meant by “indirectly
involving the United States” for purposes of this condition so that shareholders can better
understand its scope.
5.Refer to the first, second, and seventh conditions listed on pages 16-17 of the Offer to
Purchase and the terms “threatened” and “position or policy.” A tender offer may be
conditioned on a variety of events and circumstances provided that they are not within the
direct or indirect control of the offeror. The conditions also must be drafted with sufficient
specificity to allow for objective verification that the conditions have been satisfied. Refer
to Question 101.01 of the Tender Offer Rules and Schedules Compliance and Disclosure
Interpretations (March 17, 2023). Please revise these terms so that each of these
conditions are objectively determinable.
6.Refer to the following statement on page 17 of the Offer to Purchase: “If any of the
conditions referred to above is not satisfied, we may . . . delay acceptance for payment or
payment for shares, subject to applicable law, until satisfaction of waiver of the conditions
to the Offer.” All conditions to an offer, except conditions relating to the receipt of
governmental approvals necessary to consummate the offer, must be satisfied or waived as
of expiration. Please revise this statement to remove the implication that you may lawfully
delay acceptance for payment for reasons other than satisfying Offer conditions involving
the receipt of governmental approvals, or advise.
Certain Information Concerning Us, page 19
7.Please revise your disclosure in this section and in Schedule I to the Offer to Purchase to
include the information required by Item 3 of Schedule TO and Item 1003(c) of
Regulation M-A, including material occupations, positions, offices or employment during
the past five years for any natural person specified in General Instruction C of Schedule
TO. Your revised disclosure should include the name, principal business and address of
each corporation or other organization which currently or previously employed such
natural persons.

 FirstName LastNameNicholas S. Schorsch
 Comapany NameBellevue Capital Partners, LLC
 May 10, 2024 Page 3
 FirstName LastName
Nicholas S. Schorsch
Bellevue Capital Partners, LLC
May 10, 2024
Page 3
Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the
Shares, page 19
8.Refer to the following statement on page 20 of the Offer to Purchase: “For more
information regarding the Company’s related party transactions, please see the Company’s
definitive proxy statement on Schedule 14A, filed with the SEC on April 17, 2024.”
Please provide the basis upon which you are relying to incorporate disclosure from the
Company's definitive proxy statement on Schedule 14A, filed on April 17, 2024. We note
that General Instruction F of Schedule TO provides instructions regarding incorporation
by reference to the Schedule TO itself, as opposed to another document, such as the Offer
to Purchase, that the Schedule TO incorporates by reference.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Perry Hindin at 202-
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions