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
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File numbers found in text: 024-12398
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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