SEC Company Response from LB 1 LLC (CIK 0001779420) — Jul 22, 2020
LB 1 LLC (CIK 0001779420)
Date: July 22, 2020 · CIK: 0001779420 · Accession: 0001477932-20-004154
AI Filing Summary & Sentiment
File numbers found in text: 024-11147
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Amendment No. 2 to Offering Statement on Form 1-A Filed June 15, 2020 File No. 024-11147
Dear Examiners,
Below are our comments, in bold type, to your letter of June 22, 2020.
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.
ANSWER: We have corrected the reference to reflect payment of interest on maturity. Additionally, we have removed the reference to the five percent penalty and have therefore not included any additional risk factor in that regard.
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
July 22, 2020
Page 2 of 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.
ANSWER: Please see additional information regarding sponsors provided to comply with the referenced guidance.
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.
ANSWER: We have added the referenced table to the cover page as requested.
Respectfully submitted,
Attorney at Law
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CORRESP 1 filename1.htm lb1_corresp.htmWALLACE A. GLAUSI ATTORNEY AT LAW 550 PARK AVENUE, SUITE 220 PORTLAND, OR 97205 (503) 515-3657 July 22, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction Re LB 1 LLC Response to Comments on Amendment No. 2 to Offering Statement on Form 1-A Filed June 15, 2020 File No. 024-11147 Dear Examiners, Below are our comments, in bold type, to your letter of June 22, 2020. 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. ANSWER: We have corrected the reference to reflect payment of interest on maturity. Additionally, we have removed the reference to the five percent penalty and have therefore not included any additional risk factor in that regard. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction July 22, 2020 Page 2 of 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. ANSWER: Please see additional information regarding sponsors provided to comply with the referenced guidance. 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. ANSWER: We have added the referenced table to the cover page as requested. Respectfully submitted, Attorney at Law