SEC Comment Letter for Medalist Diversified REIT, Inc. (MDRR) (CIK 0001654595) (MDRR) — Aug 22, 2018
Medalist Diversified REIT, Inc. (MDRR) (CIK 0001654595)
Date: Aug. 22, 2018 · CIK: 0001654595 · Accession: 0000000000-18-026197
AI Filing Summary & Sentiment
Letter
Mail Stop 3233 August 22, 2018 Via E -mail Thomas E. Messier Co-President and Director Medalist Diversified REIT, Inc. 11 S. 12th Street Suite 401 Richmond, VA 23219
Re: Medalist Diversified REIT, Inc. Amendment No. 1 to Draft Registration Statement on Form S -11 Submitted August 1, 2018 CIK No. 0001654595
Dear Mr. Messier :
We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure.
Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment s apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments.
General
1. We note your response to comment 1 . Please disclose the actual compensation paid to your manager for both the last fiscal year and current year to date for each of the fee types disclosed on pages 9 – 10 as well as any accrued but unpaid compensation.
Thomas E. Messier Co-President and Director Medalist Diversified REIT, Inc. August 22, 2018 Page 2
Distribution Policy, page 49
2. We note your response to comment 7 and reissue our comment in part. For each distribution amount, please disclose the total amount paid each quarter, and the amount of each source used to fund the distribution payments, incl uding borrowing and proceeds.
You may contact William Demarest at (202)551 -3432 or Shannon Sobotka at (202)551 - if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3391 with any other questions.
Sincerely,
/s/ Erin E. Martin
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Mail Stop 3233 August 22, 2018 Via E -mail Thomas E. Messier Co-President and Director Medalist Diversified REIT, Inc. 11 S. 12th Street Suite 401 Richmond, VA 23219 Re: Medalist Diversified REIT, Inc. Amendment No. 1 to Draft Registration Statement on Form S -11 Submitted August 1, 2018 CIK No. 0001654595 Dear Mr. Messier : We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may be tter understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment s apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. General 1. We note your response to comment 1 . Please disclose the actual compensation paid to your manager for both the last fiscal year and current year to date for each of the fee types disclosed on pages 9 – 10 as well as any accrued but unpaid compensation. Thomas E. Messier Co-President and Director Medalist Diversified REIT, Inc. August 22, 2018 Page 2 Distribution Policy, page 49 2. We note your response to comment 7 and reissue our comment in part. For each distribution amount, please disclose the total amount paid each quarter, and the amount of each source used to fund the distribution payments, incl uding borrowing and proceeds. You may contact William Demarest at (202)551 -3432 or Shannon Sobotka at (202)551 - if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3391 with any other questions. Sincerely, /s/ Erin E. Martin Erin E. Martin Legal Branch Chief Office of Real Estate and Commodities cc: T. Rhys James, Esq. ( via e -mail)