SEC Comment Letter for LB 1 LLC (CIK 0001779420) — Jun 23, 2020
LB 1 LLC (CIK 0001779420)
Date: June 23, 2020 · CIK: 0001779420 · Accession: 0000000000-20-005604
AI Filing Summary & Sentiment
File numbers found in text: 024-11147
Letter
United States securities and exchange commission logo June 22, 2020 Amed Hazel Manager LB 1 LLC 818 Natchez Valley Trace Grayson, GA 30017 Re:LB 1 LLC Amendment No. 2 to Offering Statement on Form 1-A Filed June 15, 2020 File No. 024-11147 Dear Mr. Hazel: We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 29. 2020 letter. Amendment No. 2 to Offering Statement on Form 1-A filed June 15, 2020 General 1.We note your revised disclosure on page 6 that the notes pay quarterly interest. Additionally we note the five percent penalty if a note holder requests early repayment. It appears that your secured promissory note states that interest is due and will be paid in full on maturity and does not reference a five percent penalty for prepayments. Please reconcile your disclosure on page 6 with your secured promissory note. In this regard, please add a risk factor that discusses the five percent penalty if a note holder requests early repayment.
FirstName LastNameAmed Hazel Comapany NameLB 1 LLC June 22, 2020 Page 2 FirstName LastName Amed Hazel LB 1 LLC June 22, 2020 Page 2 2.We note the disclosure on page 23 that because of your reputation as a company that has the "ability to close (complete deals)" many local institutions seek Amed and Rochelle when looking to liquidate assets for cash. It appears that your sponsors have previous experience with other programs that have invested primarily in real estate. Please provide narrative disclosure of your prior performance. For example, please provide disclosure related to compensation and prior performance in accordance with Guide 5, as applicable. Please refer to Release No. 33-6900 (June 17, 1991) and Item 7(c) of Part II of Form 1-A, and CF Disclosure Guidance Topic No. 6. 3.We note your response to comment 1 and that you will not change interest rates. Please revise the cover page to include the table of interest rates based on the investment amount and duration. You may contact Jorge Bonilla at 202-551-3414 or Robert Telewicz at 202-551-3438 if you have questions regarding comments on the financial statements and related matters. Please contact Jonathan Burr at 202-551-5833 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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United States securities and exchange commission logo
June 22, 2020
Amed Hazel
Manager
LB 1 LLC
818 Natchez Valley Trace
Grayson, GA 30017
Re:LB 1 LLC
Amendment No. 2 to
Offering Statement on Form 1-A
Filed June 15, 2020
File No. 024-11147
Dear Mr. Hazel:
We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 29. 2020 letter.
Amendment No. 2 to Offering Statement on Form 1-A filed June 15, 2020
General
1.We note your revised disclosure on page 6 that the notes pay quarterly interest.
Additionally we note the five percent penalty if a note holder requests early repayment. It
appears that your secured promissory note states that interest is due and will be paid in full
on maturity and does not reference a five percent penalty for prepayments. Please
reconcile your disclosure on page 6 with your secured promissory note. In this regard,
please add a risk factor that discusses the five percent penalty if a note holder requests
early repayment.
FirstName LastNameAmed Hazel
Comapany NameLB 1 LLC
June 22, 2020 Page 2
FirstName LastName
Amed Hazel
LB 1 LLC
June 22, 2020
Page 2
2.We note the disclosure on page 23 that because of your reputation as a company that has
the "ability to close (complete deals)" many local institutions seek Amed and Rochelle
when looking to liquidate assets for cash. It appears that your sponsors have previous
experience with other programs that have invested primarily in real estate. Please provide
narrative disclosure of your prior performance. For example, please provide disclosure
related to compensation and prior performance in accordance with Guide 5, as applicable.
Please refer to Release No. 33-6900 (June 17, 1991) and Item 7(c) of Part II of Form 1-A,
and CF Disclosure Guidance Topic No. 6.
3.We note your response to comment 1 and that you will not change interest rates. Please
revise the cover page to include the table of interest rates based on the investment amount
and duration.
You may contact Jorge Bonilla at 202-551-3414 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Jonathan Burr at 202-551-5833 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction