SEC Comment Letter 0000000000-22-013734 to PROCACCIANTI HOTEL REIT, INC. (CIK 0001692345) (PRXA)
PROCACCIANTI HOTEL REIT, INC. (CIK 0001692345)
Date: Dec. 20, 2022 · CIK: 0001692345 · Accession: 0000000000-22-013734
AI Filing Summary & Sentiment
File numbers found in text: 000-56272
Letter
United States securities and exchange commission logo December 20, 2022 Gregory Vickowski Chief Financial Officer Procaccianti Hotel REIT, Inc. 1140 Reservoir Avenue Cranston, RI 02920-6320 Re:Procaccianti Hotel REIT, Inc. Form 10-K for fiscal year ended December 31, 2021 Filed March 25, 2022 Form 8-K filed June 27, 2022 File Nos. 000-56272 Dear Gregory Vickowski: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 8-K filed June 27, 2022 Item 8.01 Other Events Determination of Estimated Per Share NAVs, page 1 1.We note that estimated per share NAV as of March 31, 2022 for the K-I Shares to be $10.29; (ii) the K Shares to be $10.29; (iii) the K-T Shares to be $10.29; (iv) the A Shares to be $13.34; and (v) the B Shares to be $1.25. We further note from footnote (1) to your Estimated Per Share NAVs table that because proceeds from the sale of A Shares are used to pay organization and offering expenses of K Shares, K-I Shares and K-T Shares, the value of each of the K Shares, K-I Shares and K-T Shares is higher than if such shares paid their associated organization and offering expenses. Please tell us and expand your disclosure to explain in further detail how total NAV is allocated to each class of share in your calculation of estimated NAV per share for each class. In your explanation, please include discussion of how proceeds from the sale of A shares that are used to pay
FirstName LastNameGregory Vickowski Comapany NameProcaccianti Hotel REIT, Inc. December 20, 2022 Page 2 FirstName LastName Gregory Vickowski Procaccianti Hotel REIT, Inc. December 20, 2022 Page 2 organization and offering expenses of K Shares, K-1 Shares and K-T Shares impacts your calculation of estimated NAV for each class of share. Lastly, explain to us how the company is reimbursed for organization and offering expenses of K Shares, K-1 Shares and K-T Shares sold in the offering. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact William Demarest at (202) 551-3432 or Isaac Esquivel at (202) 551- 3395 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Ron Hadar
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United States securities and exchange commission logo
December 20, 2022
Gregory Vickowski
Chief Financial Officer
Procaccianti Hotel REIT, Inc.
1140 Reservoir Avenue
Cranston, RI 02920-6320
Re:Procaccianti Hotel REIT, Inc.
Form 10-K for fiscal year ended December 31, 2021
Filed March 25, 2022
Form 8-K filed June 27, 2022
File Nos. 000-56272
Dear Gregory Vickowski:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
Form 8-K filed June 27, 2022
Item 8.01 Other Events
Determination of Estimated Per Share NAVs, page 1
1.We note that estimated per share NAV as of March 31, 2022 for the K-I Shares to be
$10.29; (ii) the K Shares to be $10.29; (iii) the K-T Shares to be $10.29; (iv) the A Shares
to be $13.34; and (v) the B Shares to be $1.25. We further note from footnote (1) to your
Estimated Per Share NAVs table that because proceeds from the sale of A Shares are used
to pay organization and offering expenses of K Shares, K-I Shares and K-T Shares, the
value of each of the K Shares, K-I Shares and K-T Shares is higher than if such shares
paid their associated organization and offering expenses. Please tell us and expand your
disclosure to explain in further detail how total NAV is allocated to each class of share in
your calculation of estimated NAV per share for each class. In your explanation, please
include discussion of how proceeds from the sale of A shares that are used to pay
FirstName LastNameGregory Vickowski
Comapany NameProcaccianti Hotel REIT, Inc.
December 20, 2022 Page 2
FirstName LastName
Gregory Vickowski
Procaccianti Hotel REIT, Inc.
December 20, 2022
Page 2
organization and offering expenses of K Shares, K-1 Shares and K-T Shares impacts your
calculation of estimated NAV for each class of share. Lastly, explain to us how the
company is reimbursed for organization and offering expenses of K Shares, K-1 Shares
and K-T Shares sold in the offering.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact William Demarest at (202) 551-3432 or Isaac Esquivel at (202) 551-
3395 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Ron Hadar