SEC Company Response from Rafael Holdings, Inc. (RFL, RFL-WT) (CIK 0001713863) (RFL) — Dec 26, 2017
Rafael Holdings, Inc. (RFL, RFL-WT) (CIK 0001713863)
Date: Dec. 26, 2017 · CIK: 0001713863 · Accession: 0001213900-17-013660
AI Filing Summary & Sentiment
File numbers found in text: 000-55863
Letter
VIA EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporation Finance Attention: Jennifer Gowetski Office of Real Estate and Commodities Re: Rafael Holdings, Inc. Registration Statement on Form 10-12G Filed on October 31, 2017 File No. 000-55863
Dear Ms. Gowetski:
Rafael Holdings, Inc., a Delaware corporation (the “Company” or “we”), has today filed with the Securities and Exchange Commission (the “Commission”), pursuant to the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, Pre-Effective Amendment No. 1 (the “Amendment”) to its Registration Statement on Form 10 filed October 31, 2017 (as amended, the “Registration Statement”).
We are writing to respond to the comments raised in your letter to the Company dated November 28, 2017. The responses below correspond to the captions and numbers of those comments (which are reproduced below in bold). For your convenience, a copy of the Amendment is enclosed and has been marked to show changes from the Registration Statement filed October 31, 2017. References to page numbers in our responses are to page numbers in the revised Information Statement attached to the Amendment as Exhibit 99.1 (the “Information Statement”). Capitalized terms defined in the Registration Statement or Information Statement and used in this letter but not otherwise defined herein have the meanings assigned to them in the Registration Statement or Information Statement, as applicable.
Securities and Exchange Commission
December 26, 2017
Page 2
General
1. We note that you filed a Form 10-12G registering your Class B common stock under Section 12(g) of the Securities Exchange Act of 1934. We also note you intend to have your Class B common stock listed for trading on the NYSE American LLC. Please tell us why you filed a Form 10-12G rather than a Form 10-12B to register your Class B common stock under Section 12(b) of the Exchange Act.
Response: Because we have not yet been approved for listing on the NYSE American, we initially filed a Form 10-12G. We intend to file a Form 8-A to register the shares under Section 12(b) of the Securities Exchange Act once we receive preliminary approval from the NYSE American to list the Class B common stock.
2. Please note that the Form 10-12G goes effective by lapse of time 60 days after the original filing date, pursuant to Section 12(g)(1) of the Exchange Act. If our comments are not addressed within this 60-day time period, you may consider withdrawing the Form 10 prior to effectiveness and re-filing a new Form 10 including changes responsive to our comments. If you choose not to withdraw, you will be subject to the reporting requirements under Section 13(a) of the Exchange Act. In such event, please incorporate your responses to our comments in your periodic reports, as applicable.
Response: We are aware that the Form 10-12G will become effective by operation of law 60 days from the initial filing, and that, following effectiveness, the Company will be responsible for filing reports required by Section 13 of the Exchange Act of 1934, even if the Staff of the Commission (the “Staff”) has not completed the review process of the filing. We will incorporate our responses to your comments in any periodic reports, as applicable.
3. We note your disclosure on page F-7 that, prior to the spin-off, Rafael Holdings, Inc. will be formed as a wholly-owned subsidiary of IDT Corporation, and the accounts of certain wholly-owned subsidiaries of IDT Corporation will be contributed to Rafael Holdings, Inc. We also note your disclosure that your equity interest in Lipomedix was purchased in 2016-2017 and the disclosure in IDT Corporation’s Form 10-K for the fiscal year ended July 31, 2017 suggesting that interests in Rafael Pharmaceuticals were acquired in 2016. Please tell us which of the properties and assets that are to be held by Rafael Holdings, Inc. on the date of separation were acquired by IDT Corporation or any of its subsidiaries within the last two years. In addition, please provide us your analysis as to how the spin-off will be exempt from registration under the Securities Act and whether the spin-off constitutes a sale or disposition for value under Section 2(a)(3).
Response: All of the real estate assets to be held by the Company were acquired by IDT Corporation (“IDT”) more than two years prior to the current date. The interests in Rafael Pharmaceuticals, Inc. (“Rafael Pharma”) and Lipomedix Pharmaceuticals Ltd. (“Lipomedix”) were acquired by IDT during calendar years 2016 and 2017.
Securities and Exchange Commission
December 26, 2017
Page 3
We do not believe that the spin-off constitutes a sale or disposition for value by IDT under the guidance provided by Staff Legal Bulletin No. 4 (“SLB 4”). The spin-off meets all of the five conditions set forth in Paragraph 4 of SLB 4:
no consideration is being provided by IDT’s stockholders for the Company stock being distributed in the spin-off;
the spin-off is being effected on a pro rata basis to all of IDT’s stockholders;
the Information Statement provides adequate information about the spin-off and the Company, and is being distributed to IDT’s stockholders and publicly filed on EDGAR;
the business purpose for the spin-off is disclosed in the Information Statement; and
no restricted securities are being distributed in the spin-off.
The Company’s assets will consist of the real estate holdings and those interests in Rafael Pharma and Lipomedix described in the Information Statement. The Company will be managed and operated as a single entity that owns its subsidiaries and their assets. The current value of the Company is significantly represented by the real estate assets and secondarily in the cash to be included, which is intended to be used for the working capital needs related to all of the Company’s assets and operations. Both Rafael Pharma and Lipomedix are development-stage companies who are seeking to continue clinical trials for their products. As disclosed, the value of those entities is highly speculative. As a result of the spin-off, no stockholders of the Company will receive any direct interest in either Rafael Pharma or Lipomedix or any right to receive any such interest. No public market in the stock of Rafael Pharma or Lipomedix is being created by the spin-off. Accordingly, it would be inappropriate to consider the stock of the Company as equivalent to the stock in Rafael Pharma of Lipomedix or to treat the spin-off as a spin-off of the stock of either of those entities.
Registration Statement Cover Page
4. Please revise your registration statement cover page to indicate that you are an “emerging growth company” and whether you have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Response: We have checked the box on the cover page to indicate we are an “emerging growth company” and we are electing to use the extended transition period to comply with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities and Exchange Commission
December 26, 2017
Page 4
Exhibit 99.1
Risk Factors, page 7
5. Please revise to include risk factor disclosure to describe the material conflicts of interest resulting from your parent/subsidiary relationship with IDT, Howard Jonas’ roles and shareholdings in both companies, and Mr. Jonas’ interests in Rafael Pharmaceuticals. Please also disclose that the terms of the Separation and Distribution Agreement, Tax Separation Agreement and Transition Services Agreement did not result from arm’s length negotiations.
Response: We have revised the risk factor disclosure in the Information Statement on page 22.
6. Please revise to include risk factor disclosure to describing your dependence on IDT and its affiliates for the majority of your revenues, including quantifying the percentage of your revenues from IDT and its affiliates.
Response: We have revised the disclosure in the Information Statement to include a risk factor on page 8.
Unaudited Pro Forma Condensed Combined Financial Data, page 32
7. We note your disclosure on page F-17 that the annual rent from related parties will be approximately $1.7 million which is significantly lower than the $3.7 million reflected in your historical financial statements and pro forma financial data. Please tell us your basis for not adjusting the historical rental from related parties in view of the above difference. Also revise to reconcile the amount relating to rental from related party with the historical financial statements.
Response: The Company has revised its disclosure (appearing on page F-17 of the Information Statement) to reflect annual rent from related parties of $2.0 million. Additionally, the Company has revised the Unaudited Pro Forma Condensed Combined Financial Statements and Notes and Management’s Assumptions thereto, reducing fiscal year 2017 Rental – Related Party revenue by $1.6 million, from the $3.6 million that was reflected in our historical financial statements.
Securities and Exchange Commission
December 26, 2017
Page 5
8. We note your disclosure in note (A) on page 35 relating to a controlled entity of which you are a 45% owner. Please provide to us additional details regarding the nature of this entity, how you determined control, how you account for this entity and the guidance upon which you relied.
Response: On May 31, 2016, IDT formed CS Pharma Holdings, LLC (“CS Pharma”), for the express purpose of holding investments in Rafael Pharma securities, and cash for future investment, including the potential exercise of warrants to purchase additional Rafael Pharma securities, and to serve as a vehicle for co-investors in IDT’s interests in Rafael Pharma.
The following events took place contemporaneously in September 2016:
- IDT contributed $8.0 million in cash and $2.0 million in Series C Notes made by Rafael Pharma for a 50% interest in CS Pharma. Other, unrelated parties contributed an additional $10.0 million in cash to CS Pharma for the remaining 50% ownership interest.
- Pursuant to the Subscription and Loan Agreement (the “Subscription Agreement”), dated January 15, 2016, between IDT and Rafael Pharma, CS Pharma contributed $8.0 million in cash and $2.0 million in Series C Notes made by Rafael Pharma (which were subsequently cancelled) for $10.0 million in Series D Notes made by Rafael Pharma and a warrant to purchase 8.0 million shares of Rafael Pharma (and the warrant issued to IDT described in the next item).
- Rafael Pharma issued to IDT a warrant to purchase up to 56% of the capital stock of Rafael Pharma, less the aforementioned 8.0 million shares covered by the warrant issued to CS Pharma described in the preceding item, as well as a contractual right to receive shares representing an additional 10% of the outstanding capital stock of Rafael Pharma that are to be issued only upon achieving certain milestones (“Bonus Shares”).
Subsequent to these events, on May 31, 2016, IDT transferred the entirety of its rights related to Rafael Pharma (its 50% investment in CS Pharma, and its separately held warrants, contingent right to receive Bonus Shares, and other contractual rights) to IDT-Rafael Holdings, LLC (“Holdings”), which was then a wholly owned subsidiary of IDT.
In March 2017, IDT sold 10% of its interest in Holdings to Howard S. Jonas for $1.0 million, which was 10% of IDT’s cost basis for its investment in Holdings. This sale reduced IDT’s effective ownership interest in CS Pharma from 50% to 45%. Due to the following factors, we do not believe that this reduction in ownership impacted our requirement to consolidate Holdings:
- No change has occurred in terms of operating control. IDT remains the manager of CS Pharma, with the rights to: raise capital by offering membership interests therein; cause membership interests to be offered and sold; and admit members to CS Pharma upon the acceptance by the manager of a subscription agreement and subscription funds from such prospective member.
- Howard S. Jonas, the purchaser of this 5% effective interest in CS Pharma (through his 10% ownership of Holdings), is IDT’s, and following the spin-off will be the Company’s, majority stockholder, and will serve as Chairman of our Board of Directors and Chief Executive Officer upon consummation of the spin-off.
Securities and Exchange Commission
December 26, 2017
Page 6
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 36
9. Given the significant amount of rental revenues received from IDT Corporation, please revise to disclose that IDT is a public company and cross reference to the periodic financial statements filed with the SEC.
Response: Currently, the Company is a consolidated subsidiary of IDT. As such, for purposes of IDT’s financial statements, the rental revenues received by the Company from IDT are eliminated in consolidation, and are not disclosed in IDT’s periodic financial statement filings with the SEC. The Company has added the reference to IDT’s status as an SEC-reporting company.
10. Please include a more detailed discussion of leasing activity during the periods presented, including the amount of new leases and renewed leases executed, the amount of leases that were not renewed, and leasing costs, including tenant improvement costs and leasing commissions, as applicable.
Response: We have revised the disclosure in the Information Statement to include more disclosure regarding leasing activity on page 37. However, please note the following:
● The building at 520 Broad Street, Newark, New Jersey was completely vacant when IDT began renovations in Fiscal 2014. Therefore, all of the disclosed leasing activity relates to four new leases as there weren’t any tenant leases in place to renew.
● The building at 225 Old New Brunswick Road, Piscataway, New Jersey contains two tenants who have been in the building for over twenty years and while both leases have been renewed, there weren’t any tenant improvements or leasing commission for either renewal.
● The condominium portion of an office building located in Jerusalem, Israel has no 3rd party leases.
Securities and Exchange Commission
December 26, 2017
Page 7
11. Although we note your disclosure on page 42 that the IDT and Genie leases expire in 2025, please revise your disclosure to include a schedule of lease expirations for each of the ten years starting with the current year and which states the number of tenants whose leases will expire, the total area in square feet covered by the leases, the annual rent represented by the leases and the percentage of gross annual rent represented by the leases.
Response: We have revised the disclosure in the Information Statement to include a schedule of the leases and the information requested by the Staff regarding such leases on page F-17.
Business, page 43
12. We note your disclosure regarding your properties. Please revise to provide the percentage of each building that is leased to affiliated parties and the percentage of the rental revenues from affiliated parties for each building.
Response: We have revised the disclosure in the Information Statement t
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CORRESP
1
filename1.htm
December 26, 2017
VIA
EDGAR AND ELECTRONIC MAIL
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Mail
Stop 3233
Washington,
D.C. 20549
Attention: Jennifer
Gowetski
Senior
Counsel
Office
of Real Estate and Commodities
Re:
Rafael Holdings, Inc.
Registration
Statement on Form 10-12G
Filed
on October 31, 2017
File
No. 000-55863
Dear
Ms. Gowetski:
Rafael
Holdings, Inc., a Delaware corporation (the “Company” or “we”), has today
filed with the Securities and Exchange Commission (the “Commission”), pursuant to the requirements of
the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, Pre-Effective Amendment No. 1
(the “Amendment”) to its Registration Statement on Form 10 filed October 31, 2017 (as amended, the “Registration
Statement”).
We
are writing to respond to the comments raised in your letter to the Company dated November 28, 2017. The responses below correspond
to the captions and numbers of those comments (which are reproduced below in bold). For your convenience, a copy of the Amendment
is enclosed and has been marked to show changes from the Registration Statement filed October 31, 2017. References to page numbers
in our responses are to page numbers in the revised Information Statement attached to the Amendment as Exhibit 99.1 (the “Information
Statement”). Capitalized terms defined in the Registration Statement or Information Statement and used in this letter
but not otherwise defined herein have the meanings assigned to them in the Registration Statement or Information Statement, as
applicable.
Securities and Exchange Commission
December 26, 2017
Page 2
General
1. We
note that you filed a Form 10-12G registering your Class B common stock under Section 12(g) of the Securities Exchange Act of
1934. We also note you intend to have your Class B common stock listed for trading on the NYSE American LLC. Please tell us why
you filed a Form 10-12G rather than a Form 10-12B to register your Class B common stock under Section 12(b) of the Exchange Act.
Response:
Because we have not yet been approved for listing on the NYSE American, we initially filed a Form 10-12G. We intend to file a
Form 8-A to register the shares under Section 12(b) of the Securities Exchange Act once we receive preliminary approval from the
NYSE American to list the Class B common stock.
2. Please
note that the Form 10-12G goes effective by lapse of time 60 days after the original filing date, pursuant to Section 12(g)(1)
of the Exchange Act. If our comments are not addressed within this 60-day time period, you may consider withdrawing the Form 10
prior to effectiveness and re-filing a new Form 10 including changes responsive to our comments. If you choose not to withdraw,
you will be subject to the reporting requirements under Section 13(a) of the Exchange Act. In such event, please incorporate your
responses to our comments in your periodic reports, as applicable.
Response:
We are aware that the Form 10-12G will become effective by operation of law 60 days from the initial filing, and that, following
effectiveness, the Company will be responsible for filing reports required by Section 13 of the Exchange Act of 1934, even if
the Staff of the Commission (the “Staff”) has not completed the review process of the filing. We will incorporate
our responses to your comments in any periodic reports, as applicable.
3. We
note your disclosure on page F-7 that, prior to the spin-off, Rafael Holdings, Inc. will be formed as a wholly-owned subsidiary
of IDT Corporation, and the accounts of certain wholly-owned subsidiaries of IDT Corporation will be contributed to Rafael Holdings,
Inc. We also note your disclosure that your equity interest in Lipomedix was purchased in 2016-2017 and the disclosure in IDT
Corporation’s Form 10-K for the fiscal year ended July 31, 2017 suggesting that interests in Rafael Pharmaceuticals were
acquired in 2016. Please tell us which of the properties and assets that are to be held by Rafael Holdings, Inc. on the date of
separation were acquired by IDT Corporation or any of its subsidiaries within the last two years. In addition, please provide
us your analysis as to how the spin-off will be exempt from registration under the Securities Act and whether the spin-off constitutes
a sale or disposition for value under Section 2(a)(3).
Response:
All of the real estate assets to be held by the Company were acquired by IDT Corporation (“IDT”) more than two years
prior to the current date. The interests in Rafael Pharmaceuticals, Inc. (“Rafael Pharma”) and Lipomedix Pharmaceuticals
Ltd. (“Lipomedix”) were acquired by IDT during calendar years 2016 and 2017.
Securities and Exchange Commission
December 26, 2017
Page 3
We
do not believe that the spin-off constitutes a sale or disposition for value by IDT under the guidance provided by Staff Legal
Bulletin No. 4 (“SLB 4”). The spin-off meets all of the five conditions set forth in Paragraph 4 of SLB 4:
no
consideration is being provided by IDT’s stockholders for the Company stock being distributed in the spin-off;
the
spin-off is being effected on a pro rata basis to all of IDT’s stockholders;
the
Information Statement provides adequate information about the spin-off and the Company, and is being distributed to IDT’s
stockholders and publicly filed on EDGAR;
the
business purpose for the spin-off is disclosed in the Information Statement; and
no
restricted securities are being distributed in the spin-off.
The
Company’s assets will consist of the real estate holdings and those interests in Rafael Pharma and Lipomedix described in
the Information Statement. The Company will be managed and operated as a single entity that owns its subsidiaries and their assets.
The current value of the Company is significantly represented by the real estate assets and secondarily in the cash to be included,
which is intended to be used for the working capital needs related to all of the Company’s assets and operations. Both Rafael
Pharma and Lipomedix are development-stage companies who are seeking to continue clinical trials for their products. As disclosed,
the value of those entities is highly speculative. As a result of the spin-off, no stockholders of the Company will receive any
direct interest in either Rafael Pharma or Lipomedix or any right to receive any such interest. No public market in the stock
of Rafael Pharma or Lipomedix is being created by the spin-off. Accordingly, it would be inappropriate to consider the stock of
the Company as equivalent to the stock in Rafael Pharma of Lipomedix or to treat the spin-off as a spin-off of the stock of either
of those entities.
Registration
Statement Cover Page
4. Please
revise your registration statement cover page to indicate that you are an “emerging growth company” and whether you
have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Response:
We have checked the box on the cover page to indicate we are an “emerging growth company” and we are electing to use
the extended transition period to comply with any new or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
Securities and Exchange Commission
December 26, 2017
Page 4
Exhibit
99.1
Risk
Factors, page 7
5. Please
revise to include risk factor disclosure to describe the material conflicts of interest resulting from your parent/subsidiary
relationship with IDT, Howard Jonas’ roles and shareholdings in both companies, and Mr. Jonas’ interests in Rafael
Pharmaceuticals. Please also disclose that the terms of the Separation and Distribution Agreement, Tax Separation Agreement and
Transition Services Agreement did not result from arm’s length negotiations.
Response: We have revised
the risk factor disclosure in the Information Statement on page 22.
6. Please
revise to include risk factor disclosure to describing your dependence on IDT and its affiliates for the majority of your revenues,
including quantifying the percentage of your revenues from IDT and its affiliates.
Response:
We have revised the disclosure in the Information Statement to include a risk factor on page 8.
Unaudited
Pro Forma Condensed Combined Financial Data, page 32
7. We
note your disclosure on page F-17 that the annual rent from related parties will be approximately $1.7 million which is significantly
lower than the $3.7 million reflected in your historical financial statements and pro forma financial data. Please tell us your
basis for not adjusting the historical rental from related parties in view of the above difference. Also revise to reconcile the
amount relating to rental from related party with the historical financial statements.
Response:
The Company has revised its disclosure (appearing on page F-17 of the Information Statement)
to reflect annual rent from related parties of $2.0 million. Additionally, the Company has revised the Unaudited Pro Forma
Condensed Combined Financial Statements and Notes and Management’s Assumptions thereto, reducing fiscal year 2017 Rental
– Related Party revenue by $1.6 million, from the $3.6 million that was reflected in our historical financial statements.
Securities and Exchange Commission
December 26, 2017
Page 5
8. We
note your disclosure in note (A) on page 35 relating to a controlled entity of which you are a 45% owner. Please provide to us
additional details regarding the nature of this entity, how you determined control, how you account for this entity and the guidance
upon which you relied.
Response:
On May 31, 2016, IDT formed CS Pharma Holdings, LLC (“CS Pharma”), for the express purpose of holding investments
in Rafael Pharma securities, and cash for future investment, including the potential exercise of warrants to purchase additional
Rafael Pharma securities, and to serve as a vehicle for co-investors in IDT’s interests in Rafael Pharma.
The
following events took place contemporaneously in September 2016:
- IDT
contributed $8.0 million in cash and $2.0 million in Series C Notes made by Rafael Pharma for a 50% interest in CS Pharma. Other,
unrelated parties contributed an additional $10.0 million in cash to CS Pharma for the remaining 50% ownership interest.
- Pursuant
to the Subscription and Loan Agreement (the “Subscription Agreement”), dated January 15, 2016, between IDT and Rafael
Pharma, CS Pharma contributed $8.0 million in cash and $2.0 million in Series C Notes made by Rafael Pharma (which were subsequently
cancelled) for $10.0 million in Series D Notes made by Rafael Pharma and a warrant to purchase 8.0 million shares of Rafael Pharma
(and the warrant issued to IDT described in the next item).
- Rafael
Pharma issued to IDT a warrant to purchase up to 56% of the capital stock of Rafael Pharma, less the aforementioned 8.0 million
shares covered by the warrant issued to CS Pharma described in the preceding item, as well as a contractual right to receive shares
representing an additional 10% of the outstanding capital stock of Rafael Pharma that are to be issued only upon achieving certain
milestones (“Bonus Shares”).
Subsequent
to these events, on May 31, 2016, IDT transferred the entirety of its rights related to Rafael Pharma (its 50% investment in CS
Pharma, and its separately held warrants, contingent right to receive Bonus Shares, and other contractual rights) to IDT-Rafael
Holdings, LLC (“Holdings”), which was then a wholly owned subsidiary of IDT.
In
March 2017, IDT sold 10% of its interest in Holdings to Howard S. Jonas for $1.0 million, which was 10% of IDT’s cost basis
for its investment in Holdings. This sale reduced IDT’s effective ownership interest in CS Pharma from 50% to 45%. Due to
the following factors, we do not believe that this reduction in ownership impacted our requirement to consolidate Holdings:
- No
change has occurred in terms of operating control. IDT remains the manager of CS Pharma, with the rights to: raise capital by
offering membership interests therein; cause membership interests to be offered and sold; and admit members to CS Pharma upon
the acceptance by the manager of a subscription agreement and subscription funds from such prospective member.
- Howard
S. Jonas, the purchaser of this 5% effective interest in CS Pharma (through his 10% ownership of Holdings), is IDT’s, and
following the spin-off will be the Company’s, majority stockholder, and will serve as Chairman of our Board of Directors
and Chief Executive Officer upon consummation of the spin-off.
Securities and Exchange Commission
December 26, 2017
Page 6
Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 36
9. Given
the significant amount of rental revenues received from IDT Corporation, please revise to disclose that IDT is a public company
and cross reference to the periodic financial statements filed with the SEC.
Response:
Currently, the Company is a consolidated subsidiary of IDT. As such, for purposes of IDT’s financial statements, the rental
revenues received by the Company from IDT are eliminated in consolidation, and are not disclosed in IDT’s periodic financial
statement filings with the SEC. The Company has added the reference to IDT’s status as an SEC-reporting company.
10. Please
include a more detailed discussion of leasing activity during the periods presented, including the amount of new leases and renewed
leases executed, the amount of leases that were not renewed, and leasing costs, including tenant improvement costs and leasing
commissions, as applicable.
Response:
We have revised the disclosure in the Information Statement to include more disclosure regarding leasing activity on page 37.
However, please note the following:
● The
building at 520 Broad Street, Newark, New Jersey was completely vacant when IDT began
renovations in Fiscal 2014. Therefore, all of the disclosed leasing activity relates
to four new leases as there weren’t any tenant leases in place to renew.
● The
building at 225 Old New Brunswick Road, Piscataway, New Jersey contains two tenants who
have been in the building for over twenty years and while both leases have been renewed,
there weren’t any tenant improvements or leasing commission for either renewal.
● The
condominium portion of an office building located in Jerusalem, Israel has no 3rd
party leases.
Securities and Exchange Commission
December 26, 2017
Page 7
11. Although
we note your disclosure on page 42 that the IDT and Genie leases expire in 2025, please revise your disclosure to include a schedule
of lease expirations for each of the ten years starting with the current year and which states the number of tenants whose leases
will expire, the total area in square feet covered by the leases, the annual rent represented by the leases and the percentage
of gross annual rent represented by the leases.
Response:
We have revised the disclosure in the Information Statement to include a schedule of the leases and the information requested
by the Staff regarding such leases on page F-17.
Business,
page 43
12. We
note your disclosure regarding your properties. Please revise to provide the percentage of each building that is leased to affiliated
parties and the percentage of the rental revenues from affiliated parties for each building.
Response:
We have revised the disclosure in the Information Statement t