SEC Comment Letter 0000000000-23-008397 to BROOKFIELD REAL ESTATE INCOME TRUST INC. (CIK 0001713407)
BROOKFIELD REAL ESTATE INCOME TRUST INC. (CIK 0001713407)
Date: Aug. 4, 2023 · CIK: 0001713407 · Accession: 0000000000-23-008397
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File numbers found in text: 000-56428
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United States securities and exchange commission logo
August 4, 2023
Dana Petitto
Chief Financial Officer
Brookfield Real Estate Income Trust Inc.
250 Vesey Street, 15th Floor
New York, NY 10281
Re:Brookfield Real Estate Income Trust, Inc.
Form 10-K for the year ended December 31, 2022
Filed March 16, 2023
Form 10-Q for the quarterly period ended March 31, 2023
Filed May 12, 2023
File No. 000-56428
Dear Dana Petitto:
We have reviewed your July19, 2023 response to our July 7, 2023 comment letter 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 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
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.
Form 10-K for the year ended December 31, 2022
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Net Asset Value, page 49
1.We note your response to comment 1. Please provide us with a quantitative detail or
reconciliation of how you derived the amount of net asset value (“NAV”) allocated to
each class of share. This quantitative information should be based on the multiple factors
listed in your response (e.g. class-specific adjustments for repurchases of the Company’s
common stock effective on the last calendar day of that month and accruals of class-
specific expenses). In your response, please supplement your quantitative information
with sufficient narrative disclosure to clearly explain how each component is derived.
Additionally, please tell us what consideration you gave to enhancing your NAV
FirstName LastNameDana Petitto
Comapany NameBrookfield Real Estate Income Trust Inc.
August 4, 2023 Page 2
FirstName LastName
Dana Petitto
Brookfield Real Estate Income Trust Inc.
August 4, 2023
Page 2
disclosures in your filing to provide this quantitative information to enable investors to
better understand how you allocated NAV to each class of share.
Form 10-Q for the quarterly period ended March 31, 2023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 36
2.We note your response to comment 3. Please revise future filings to separately quantify
the material components identified as contributing to the change in revenues between
periods. This comment is also applicable to any income statement line item that is
impacted by multiple factors.
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 Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction