SEC Comment Letter 0000000000-23-012354 to Highlands REIT, Inc. (CIK 0001661458)
Highlands REIT, Inc. (CIK 0001661458)
Date: Nov. 10, 2023 · CIK: 0001661458 · Accession: 0000000000-23-012354
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo November 10, 2023 Robert J. Lange Chief Operating Officer and General Counsel Highlands REIT, Inc. 1 South Dearborn Street, 20th Floor Chicago, Illinois 60603 Re:Highlands REIT, Inc. SC TO-I/A filed November 8, 2023 File No. 005-89603 Dear Robert J. Lange: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. 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. Schedule TO-I/A filed November 8, 2023; Offer to Purchase General 1.We note your response to prior comment 1 but continue to have concerns. Please revise your price range to be narrower (e.g., such that the high end of the price range is no more than 20% of the low end of the price range) to establish compliance with your disclosure requirements under Item 4 of Schedule TO and in particular, Item 1004(a)(1)(ii) of Regulation M-A. Conditions of the Offer, page 21 2.We note your response to prior comment 7 and reissue the comment with regard to the last bullet on page 21. 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.
FirstName LastNameRobert J. Lange Comapany NameHighlands REIT, Inc. November 10, 2023 Page 2 FirstName LastName Robert J. Lange Highlands REIT, Inc. November 10, 2023 Page 2 Please direct any questions to Brian Soares at 202-551-3690, Christina Chalk at 202-551- 3263 or David Plattner at 202-551-8094. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
November 10, 2023
Robert J. Lange
Chief Operating Officer and General Counsel
Highlands REIT, Inc.
1 South Dearborn Street, 20th Floor
Chicago, Illinois 60603
Re:Highlands REIT, Inc.
SC TO-I/A filed November 8, 2023
File No. 005-89603
Dear Robert J. Lange:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
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.
Schedule TO-I/A filed November 8, 2023; Offer to Purchase
General
1.We note your response to prior comment 1 but continue to have concerns. Please revise
your price range to be narrower (e.g., such that the high end of the price range is no more
than 20% of the low end of the price range) to establish compliance with your disclosure
requirements under Item 4 of Schedule TO and in particular, Item 1004(a)(1)(ii) of
Regulation M-A.
Conditions of the Offer, page 21
2.We note your response to prior comment 7 and reissue the comment with regard to the last
bullet on page 21.
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.
FirstName LastNameRobert J. Lange
Comapany NameHighlands REIT, Inc.
November 10, 2023 Page 2
FirstName LastName
Robert J. Lange
Highlands REIT, Inc.
November 10, 2023
Page 2
Please direct any questions to Brian Soares at 202-551-3690, Christina Chalk at 202-551-
3263 or David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions