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Correspondence 0001104659-24-083640 from Fundrise East Coast Opportunistic REIT, LLC (CIK 0001660918)

Fundrise East Coast Opportunistic REIT, LLC (CIK 0001660918)
Date: July 29, 2024 · CIK: 0001660918 · Accession: 0001104659-24-083640

AI Filing Summary & Sentiment

File numbers found in text: 024-12398

Date
July 29, 2024
Author
Not clearly detected
Form
CORRESP
Company
Fundrise East Coast Opportunistic REIT, LLC (CIK 0001660918)

Letter

VIA EDGAR Division of Corporation Finance – Office of Real Estate & Construction Re: Fundrise East Coast Opportunistic REIT, LLC Offering Statement on Form 1-A Filed May 16, 2024 File No. 024-12398

Dear Staff of the Division of Corporation Finance:

This letter is submitted on behalf of Fundrise East Coast Opportunistic REIT, LLC (the “Company”) in response to a comment letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 13, 2024 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A filed with the Commission on May 16, 2024 (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company.

The Company is filing an amendment to the Offering Statement (the “Amendment”) concurrently with the filing of this letter to include the responses noted below and other changes.

For your convenience, the Staff’s comments have been reproduced in bold italics herein with responses immediately following the comments. Defined terms used herein but not otherwise defined have the meanings given to them in the Offering Statement, as amended.

Offering Statement on Form 1-A

Cover Page

1. We note your response to prior comment 1. Please revise your cover page to clarify that you may also invest in assets in Europe.

In response to the Staff’s comment, the Amendment updates the Offering Statement to include this disclosure on the cover page.

Questions and Answers about this offering?

What kind of offering is this?, page 3

2. We note your response to prior comment 5. Please revise your disclosure to clarify that any such brief pause will not cause you to accept or reject a subscription beyond your subscription acceptance period, as you state in your response.

In response to the Staff’s comment, the Amendment updates the Offering Statement to clarify on the disclosure on page 3 with respect to the subscription acceptance period.

Q: How will your NAV per share be calculated?, page 4

What is Fundrise East Coast Opportunistic REIT, LLC?, page 1

3. We continue to consider your response to prior comment 6.

The Company acknowledges that the Staff is continuing to consider the response to prior comment 6.

What is the purchase price for your common shares?, page 4

4. We acknowledge your response to prior comment 7. As previously noted, there have been several occasions where you have experienced a change in NAV of greater than 5% but you have not made an interim filing in any of those instances during the interim period. We note your disclosure that if "a material event occurs in between updates of NAV that would cause [y]our NAV per share to change by 5% or more from the last disclosed NAV, [you] will disclose the updated price and the reason for the change in an offering circular supplement as promptly as reasonably practicable." Please revise your disclosure here to disclose the times where your NAV per share changed by 5% or more, explain why you did not file a supplement in those circumstances, and to the extent applicable, add appropriate risk factor disclosure to reflect that you failed to do so and the impact this may have had on purchasers during those interim periods when the price did not reflect this change in NAV. In addition, please confirm that in determining your filing obligations with respect to filing supplements or post-qualification amendments, you will refer to the requirements of Rule 252(f)(2) and Rule 253(g) of Regulation A.

In response to the Staff’s comment, the Company respectfully submits that it has complied at all times with its Valuation Policy disclosed in the Offering Statement. Pursuant to its Valuation Policy, the Company generally receives financial and other reporting from its borrowers or subsidiaries on a monthly or quarterly basis, so the estimated values of each commercial real estate asset and investment included on each NAV reporting date are generally based on the latest financial and other information reported to the Company or otherwise available to it and considers relevant market data. To the extent quantifiable, if a material event occurs in between quarterly updates of NAV that would cause the Company’s NAV per share to change by 5% or more from the last disclosed NAV, the Company will disclose the updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as reasonably practicable, and will update the NAV information provided on its website.

Indeed, if the Company is not aware of any ordinary course / non-extraordinary events (e.g., there has been no fire at the property, which would be known to the Company much earlier) that would have a material impact on the estimated values of its assets between the periods when it receives information in the ordinary course from its borrowers or subsidiaries, it would have no reason to provide an interim update to its NAV. This disclosure and explanation is reiterated to the Company’s shareholders on a quarterly basis in the Company’s quarterly NAV update filings. See the Company’s most recent NAV update here https://www.sec.gov/Archives/edgar/data/1660918/000110465924076507/tm2418544d1_1u.htm. In instances where the Company is aware of a material event that has occurred in between updates of NAV that would cause NAV per share to change by 5% or more from the last disclosed NAV, the Company would disclose the updated price and the reason for the change in an offering circular supplement as promptly as reasonably practicable.

For the avoidance of doubt, each of the NAV changes that the Staff notes, where the Company’s NAV was adjusted by more than 5% from quarter to quarter, the Company was not aware of any events that would have had a material impact on the estimated values of its assets that occurred between its stated NAV reporting dates. Therefore, the Company respectfully submits that it did not fail to take any actions that would have been (i) required under its Valuation Policy, (ii) contrary to its disclosure in the Offering Circular, or (iii) adverse to purchasers.

Accordingly, the Company respectfully submits that the risk factor titled “The offering price of our shares was not established on an independent basis; the actual value of your investment may be substantially less than what you pay. When determining the estimated value of our shares, the value of our shares has been and will be based upon a number of assumptions that may not be accurate or complete” includes the following disclosure which adequately addresses any potential change in NAV per share:

“Estimates of our NAV per share are based on available information and judgment. Therefore, actual values and results could differ from our estimates and that difference could be significant.”

The Company will continue to refer to the requirements of Rule 252(f)(2) and Rule 253(g) of Regulation A with respect to its ongoing filing obligations.

Conflicts of Interest, page 18

5. We note your response to prior comment 12 and reissue. We note your disclosure that shareholders may only remove the manager for "cause" with a two-thirds vote. Please revise your disclosure here to clarify that this would lead to a 30-day (or in some cases, a 45-day) written notice period and that the manager could correct the issue and remain on.

In response to the Staff’s comment, the Amendment updates the Offering Statement to clarify the disclosure on page 19 with respect to the written notice period for the manager.

Risks Related to our Sponsor and the Fundrise Platform

Our sponsor is a development stage company with limited operating history. . ., page 31

6. We note your response to prior comment 18. Please revise the heading of this risk factor to clarify that you have been operating for over 8 years and that you have acquired multiple properties.

In response to the Staff’s comment, the Amendment updates the Offering Statement to revise the heading of this risk factor.

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 89

7. We acknowledge your response to prior comment 22. As previously noted, please revise to provide all of the property-related disclosure required by Items 14 and 15 of Form S-11. This should include not only disclosure related to your new properties but also for all of the properties, as appropriate to comply with the Item requirements, or explain why you believe this information is not required.

In response to the Staff’s comment, the Amendment updates the Offering Statement to include additional property-related disclosure information for all properties required by Items 14 and 15 of Form S-11.

8. We note your response to prior comment 23, and your revised disclosure that prices were determined on an arm's length basis. Please further revise to clarify whether you received an appraisal regarding the values.

In response to the Staff’s comment, the Amendment updates the Offering Statement to disclose that appraisals were not obtained in connection with the purchase of these properties. The Amendment also updates the Offering Statement to note that, in accordance with the Company’s investment policy, after the acquisition of a property the Company may obtain appraisals on its properties for valuation purposes from time-to-time or in connection with obtaining property debt financing.

Our Investments, page 91

9. We note your response to prior comment 3. Please revise your table in this section to reflect the interest you hold in your joint ventures and in footnotes please clarify the return structure with respect to each investment.

The Company respectfully submits that the ownership percentages in each joint venture is included in the footnotes on page F-14 of the Company’s Annual Report on Form 1-K, which is incorporated by reference into the offering circular. However, in response to the Staff’s comment, the Amendment updates the Offering Statement to include the ownership percentages for each joint venture on page 93. The Amendment also updates the footnotes to clarify the return structure.

10. We note your disclosure on page 92 of your purchase of a property in Largo, Florida through your investment in Fundrise Industrial JV 2, LLC. Please address the following:

● Please tell us the purchase price of the property.

● Please provide us with more information about the purchase transaction so that we may understand which entity purchased the property and your ownership interest in such entity. Your response should address, but not be limited to, if you directly purchased an ownership interest in Highpoint Commerce Center Controlled Subsidiary or if Fundrise Industrial JV 2, LLC purchased Highpoint Commerce Center Controlled Subsidiary.

The Company respectfully submits that this information is not material to investors as the property only represents approximately $1.8 million or less than 1.0% of the Company’s total assets, when considering the Company's 10% ownership percentage in Fundrise Industrial JV 2, LLC. The purchase price of the real estate investment by Fundrise Industrial JV 2, LLC for the acquisition on April 26, 2024 was approximately $18.3 million. Information with respect to each investment is included in the Form 1-Us which are linked on pages 91-92.

It should be noted that in Release No. 33-9741, which adopted amendments to Regulation A to implement Section 401 of the Jumpstart Our Business Startups Act, the Commission noted “[o]ur primary objective is to implement Section 401 of the JOBS Act by expanding and updating Regulation A in a manner that makes public offerings of up to $[50] million less costly and more flexible while providing a framework for regulatory oversight to protect investors.” Including this information is both costly and time consuming for the Company without a clear and corresponding benefit to the Company’s shareholders.

Description of Our Common Shares

Distributions, page 97

11. We note your response to prior comment 14. For each of the past two years, please disclose the total amount of each category used to pay distributions. For example, please disclose the amount paid from loan proceeds and the amount paid from offering proceeds.

In response to the Staff’s comment, the Amendment updates the Offering Statement to include additional disclosure with respect to revised categories of funds used to pay distributions.

12. We note your response to prior comment 26, including that you have not established a distribution reinvestment plan. We also note your statement that investors may choose to use the proceeds of distributions to purchase additional shares. To the extent applicable in the future, please confirm to us your understanding that any shares issued in these circumstances will need to comply with the requirements of Regulation A, including that you will ensure your eligibility at the time of each investment and that the price of such shares would be included in the maximum offering amount you have available in any 12-month period under Regulation A.

In response to the Staff’s comment, the Company confirms that to the extent applicable in the future, shares issued pursuant to a distribution rei

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CORRESP
1
filename1.htm

    Goodwin Procter LLP

    100 Northern Avenue

    Boston, MA 02210

    goodwinlaw.com

    +1 617 570 1000

July 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Real Estate &
Construction

100 F Street, N.E.

Washington, D.C. 20549-3010

    Re:
    Fundrise East Coast Opportunistic REIT, LLC

    Offering Statement on Form 1-A

    Filed May 16, 2024

    File No. 024-12398

Dear Staff of the Division of Corporation Finance:

This letter is submitted
on behalf of Fundrise East Coast Opportunistic REIT, LLC (the “Company”) in response to a comment letter from
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”) dated June 13, 2024 (the “Comment Letter”) with respect to the
Company’s Offering Statement on Form 1-A filed with the Commission on May 16, 2024 (the “Offering Statement”).
The responses provided are based upon information provided to Goodwin Procter LLP by the Company.

The Company is filing an
amendment to the Offering Statement (the “Amendment”) concurrently with the filing of this letter to include
the responses noted below and other changes.

For your convenience, the
Staff’s comments have been reproduced in bold italics herein with responses immediately following the comments. Defined terms used
herein but not otherwise defined have the meanings given to them in the Offering Statement, as amended.

Offering Statement on Form 1-A

Cover Page

 1. We note your response
                                            to prior comment 1. Please revise your cover page to clarify that you may also invest
                                            in assets in Europe.

In response to
the Staff’s comment, the Amendment updates the Offering Statement to include this disclosure on the cover page.

Questions and Answers about this offering?

What kind of offering is this?, page 3

 2. We note your response
                                            to prior comment 5. Please revise your disclosure to clarify that any such brief pause will
                                            not cause you to accept or reject a subscription beyond your subscription acceptance period,
                                            as you state in your response.

In response to
the Staff’s comment, the Amendment updates the Offering Statement to clarify on the disclosure on page 3 with respect to
the subscription acceptance period.

Q: How will your NAV per share be calculated?, page 4

What is Fundrise East Coast Opportunistic REIT, LLC?, page 1

 3. We continue to consider
                                            your response to prior comment 6.

The Company acknowledges
that the Staff is continuing to consider the response to prior comment 6.

What is the purchase price for your common shares?, page 4

 4. We acknowledge your
                                            response to prior comment 7. As previously noted, there have been several occasions where
                                            you have experienced a change in NAV of greater than 5% but you have not made an interim
                                            filing in any of those instances during the interim period. We note your disclosure that
                                            if "a material event occurs in between updates of NAV that would cause [y]our NAV per
                                            share to change by 5% or more from the last disclosed NAV, [you] will disclose the updated
                                            price and the reason for the change in an offering circular supplement as promptly as reasonably
                                            practicable." Please revise your disclosure here to disclose the times where your NAV
                                            per share changed by 5% or more, explain why you did not file a supplement in those circumstances,
                                            and to the extent applicable, add appropriate risk factor disclosure to reflect that you
                                            failed to do so and the impact this may have had on purchasers during those interim periods
                                            when the price did not reflect this change in NAV. In addition, please confirm that in determining
                                            your filing obligations with respect to filing supplements or post-qualification amendments,
                                            you will refer to the requirements of Rule 252(f)(2) and Rule 253(g) of
                                            Regulation A.

In response to
the Staff’s comment, the Company respectfully submits that it has complied at all times with its Valuation Policy disclosed in
the Offering Statement. Pursuant to its Valuation Policy, the Company generally receives financial and other reporting from its borrowers
or subsidiaries on a monthly or quarterly basis, so the estimated values of each commercial real estate asset and investment included
on each NAV reporting date are generally based on the latest financial and other information reported to the Company or otherwise available
to it and considers relevant market data. To the extent quantifiable, if a material event occurs in between quarterly updates of NAV
that would cause the Company’s NAV per share to change by 5% or more from the last disclosed NAV, the Company will disclose the
updated price and the reason for the change in an offering circular supplement filed on the SEC’s EDGAR website as promptly as
reasonably practicable, and will update the NAV information provided on its website.

Indeed,
if the Company is not aware of any ordinary course / non-extraordinary events (e.g., there has been no fire at the property, which would
be known to the Company much earlier) that would have a material impact on the estimated values of its assets between the periods when
it receives information in the ordinary course from its borrowers or subsidiaries, it would have no reason to provide an interim update
to its NAV. This disclosure and explanation is reiterated to the Company’s shareholders on a quarterly basis in the Company’s
quarterly NAV update filings. See the Company’s most recent NAV update here https://www.sec.gov/Archives/edgar/data/1660918/000110465924076507/tm2418544d1_1u.htm. In instances where the Company is aware of a material event that has occurred in between updates of NAV that would cause NAV per share
to change by 5% or more from the last disclosed NAV, the Company would disclose the updated price and the reason for the change in an
offering circular supplement as promptly as reasonably practicable.

For the avoidance
of doubt, each of the NAV changes that the Staff notes, where the Company’s NAV was adjusted by more than 5% from quarter to quarter,
the Company was not aware of any events that would have had a material impact on the estimated values of its assets that occurred between
its stated NAV reporting dates. Therefore, the Company respectfully submits that it did not fail to take any actions that would have
been (i) required under its Valuation Policy, (ii) contrary to its disclosure in the Offering Circular, or (iii) adverse
to purchasers.

Accordingly, the
Company respectfully submits that the risk factor titled “The offering price of our shares was not established on an independent
basis; the actual value of your investment may be substantially less than what you pay. When determining the estimated value of our shares,
the value of our shares has been and will be based upon a number of assumptions that may not be accurate or complete” includes
the following disclosure which adequately addresses any potential change in NAV per share:

“Estimates of our NAV per share
are based on available information and judgment. Therefore, actual values and results could differ from our estimates and that difference
could be significant.”

The Company will
continue to refer to the requirements of Rule 252(f)(2) and Rule 253(g) of Regulation A with respect to its ongoing
filing obligations.

Conflicts of Interest, page 18

 5. We note your response
                                            to prior comment 12 and reissue. We note your disclosure that shareholders may only remove
                                            the manager for "cause" with a two-thirds vote. Please revise your disclosure here
                                            to clarify that this would lead to a 30-day (or in some cases, a 45-day) written notice period
                                            and that the manager could correct the issue and remain on.

In response to
the Staff’s comment, the Amendment updates the Offering Statement to clarify the disclosure on page 19 with respect to the
written notice period for the manager.

Risks Related to our Sponsor and the Fundrise Platform

Our sponsor is a development stage company with limited operating
history. . ., page 31

 6. We note your response
                                            to prior comment 18. Please revise the heading of this risk factor to clarify that you have
                                            been operating for over 8 years and that you have acquired multiple properties.

In response to
the Staff’s comment, the Amendment updates the Offering Statement to revise the heading of this risk factor.

Management's Discussion and Analysis of Financial Condition and
Results of Operations, page 89

 7. We acknowledge your
                                            response to prior comment 22. As previously noted, please revise to provide all of the property-related
                                            disclosure required by Items 14 and 15 of Form S-11. This should include not only disclosure
                                            related to your new properties but also for all of the properties, as appropriate to comply
                                            with the Item requirements, or explain why you believe this information is not required.

In response to
the Staff’s comment, the Amendment updates the Offering Statement to include additional property-related disclosure information
for all properties required by Items 14 and 15 of Form S-11.

 8. We note your response
                                            to prior comment 23, and your revised disclosure that prices were determined on an arm's
                                            length basis. Please further revise to clarify whether you received an appraisal regarding
                                            the values.

In response to
the Staff’s comment, the Amendment updates the Offering Statement to disclose that appraisals were not obtained in connection with
the purchase of these properties. The Amendment also updates the Offering Statement to note that, in accordance with the Company’s
investment policy, after the acquisition of a property the Company may obtain appraisals on its properties for valuation purposes from
time-to-time or in connection with obtaining property debt financing.

Our Investments, page 91

 9. We note your response
                                            to prior comment 3. Please revise your table in this section to reflect the interest you
                                            hold in your joint ventures and in footnotes please clarify the return structure with respect
                                            to each investment.

The Company respectfully
submits that the ownership percentages in each joint venture is included in the footnotes on page F-14 of the Company’s Annual
Report on Form 1-K, which is incorporated by reference into the offering circular. However, in response to the Staff’s comment,
the Amendment updates the Offering Statement to include the ownership percentages for each joint venture on page 93. The Amendment
also updates the footnotes to clarify the return structure.

 10. We note your disclosure
                                            on page 92 of your purchase of a property in Largo, Florida through your investment
                                            in Fundrise Industrial JV 2, LLC. Please address the following:

 ● Please
                                            tell us the purchase price of the property.

 ● Please
                                            provide us with more information about the purchase transaction so that we may understand
                                            which entity purchased the property and your ownership interest in such entity. Your response
                                            should address, but not be limited to, if you directly purchased an ownership interest in
                                            Highpoint Commerce Center Controlled Subsidiary or if Fundrise Industrial JV 2, LLC purchased
                                            Highpoint Commerce Center Controlled Subsidiary.

The Company respectfully
submits that this information is not material to investors as the property only represents approximately $1.8 million or less than 1.0%
of the Company’s total assets, when considering the Company's 10% ownership percentage in Fundrise Industrial JV 2, LLC. The purchase
price of the real estate investment by Fundrise Industrial JV 2, LLC for the acquisition on April 26, 2024 was approximately $18.3
million. Information with respect to each investment is included in the Form 1-Us which are linked on pages 91-92.

It should be noted
that in Release No. 33-9741, which adopted amendments to Regulation A to implement Section 401 of the Jumpstart Our Business
Startups Act, the Commission noted “[o]ur primary objective is to implement Section 401 of the JOBS Act by expanding and updating
Regulation A in a manner that makes public offerings of up to $[50] million less costly and more flexible while providing a framework
for regulatory oversight to protect investors.” Including this information is both costly and time consuming for the Company without
a clear and corresponding benefit to the Company’s shareholders.

Description of Our Common Shares

Distributions, page 97

 11. We note your response
                                            to prior comment 14. For each of the past two years, please disclose the total amount of
                                            each category used to pay distributions. For example, please disclose the amount paid from
                                            loan proceeds and the amount paid from offering proceeds.

In response to
the Staff’s comment, the Amendment updates the Offering Statement to include additional disclosure with respect to revised categories
of funds used to pay distributions.

 12. We note your response
                                            to prior comment 26, including that you have not established a distribution reinvestment
                                            plan. We also note your statement that investors may choose to use the proceeds of distributions
                                            to purchase additional shares. To the extent applicable in the future, please confirm to
                                            us your understanding that any shares issued in these circumstances will need to comply with
                                            the requirements of Regulation A, including that you will ensure your eligibility at the
                                            time of each investment and that the price of such shares would be included in the maximum
                                            offering amount you have available in any 12-month period under Regulation A.

In response to
the Staff’s comment, the Company confirms that to the extent applicable in the future, shares issued pursuant to a distribution
rei