SEC Company Response from FUNDRISE BALANCED EREIT II, LLC (CIK 0001803986) — Apr 17, 2020
FUNDRISE BALANCED EREIT II, LLC (CIK 0001803986)
Date: April 17, 2020 · CIK: 0001803986 · Accession: 0001104659-20-048305
AI Filing Summary & Sentiment
File numbers found in text: 024-11162, 024-11163
Referenced dates: April 3, 2020
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Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
goodwinlaw.com
+1 212 813 8800
April 17, 2020
VIA EDGAR
Mr. Jonathan Burr
U.S. Securities and Exchange Commission
Division of Corporation Finance – Office of Real Estate & Commodities
100 F Street, N.E.
Washington, D.C. 20549-3010
Re: Fundrise Balanced eREIT II, LLC
Offering Statement on Form 1-A
Filed February 26, 2020
File No. 024-11163
Fundrise Growth eREIT VII,
LLC
Offering Statement on Form
1-A
Filed February 26, 2020
File No. 024-11162
Dear Mr. Burr:
This letter is submitted on behalf of Fundrise
Balanced eREIT II, LLC (“Balanced II”) and Fundrise Growth eREIT VII, LLC (“Growth VII”
and collectively with Balanced II, the “Issuers”) in response to verbal comments from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
on April 13, 2020 with respect to the Issuers’ Offering Statements on Form 1-A both filed with the Commission on February
26, 2020, each relating to the offering of up to $50,000,000 in common shares (the “Offering Statements”).
The responses provided are based upon information provided to Goodwin Procter LLP by the Issuers.
For your convenience, the Staff’s
verbal comments have been reproduced in italics herein with responses immediately following the comments. Defined terms used herein
but not otherwise defined have the meanings given to them in the Offering Statements.
Mr. Jonathan Burr
Division of Corporation Finance
April 17, 2020
Page 2
1. We note that, as indicated in the Fundrise investor letter dated April 3, 2020 (the “Investor Letter”), Fundrise
noted that “…our more mature eREITs and eFunds, in which redemptions have been suspended, will also pause accepting
new investments.” Please explain how you can “pause” a continuous offering under Regulation A.
Response to Comment No. 1
First, as the sponsor of the Issuers as
well as other eREITs and eFunds (collectively, the “Fundrise Programs”), Fundrise thanks the Staff for
taking the time to review the Investor Letter. In these unprecedented times, Fundrise is working to be as transparent and prudent
as it can be, and believes that the Investor Letter and the underlying Fundrise Stress Test that accompanied it represent an unprecedented
lifting of the veil into management’s thinking around the coronavirus outbreak and the suspension of the processing and payment
of redemptions under the redemption plans, which Fundrise does not take lightly. For the Staff’s convenience, attached are
the following correspondences that Fundrise has sent to the investors of the Fundrise Programs (each of which has been previously
filed on EDGAR) regarding the potential of suspension of redemption plans during a financial crisis, and the ongoing coronavirus
pandemic:
· Exhibit A – Blog post titled What You Should Expect from Fundrise During the Next Financial Crisis –
originally published in October 2017, this blog post has been republished annually and is resent to every new investor within 60
days of their first investment
· Exhibit B – Blog post titled Year-end letter to investors – 2019, published January 16, 2020
· Exhibit C – Blog post titled How We’re Navigating the Global Coronavirus Outbreak, originally published
March 11, 2020
· Exhibit D – the Investor Letter and Fundrise Stress Test, originally published April 3, 2020
In response to the Staff’s comment,
Fundrise respectfully notes that the Investor Letter does not say that any offerings are being paused, rather, the Investor Letter
states:
Going forward, our more
mature eREITs and eFunds, in which redemptions have been suspended, will also pause accepting new investments.
Accordingly, Fundrise respectfully advises
the Staff that the offerings in question have not been paused, but rather there has merely been a pausing
in the processing and acceptance of new subscriptions submitted by prospective investors. In fact, each offering continues to be
actively marketed to investors and maintains a separate webpage on the Fundrise platform that investors can use to browse investments,
gain information regarding the offerings via their various offering circulars and, if so inclined, express non-binding interest
in investing in such offering at the point in time in which it is accepting and processing subscriptions. As such, given the Staff’s
very broad definition of what constitutes an “offer of securities”, while the consummation of sales may be temporarily
paused as we see how the world shakes out in the next few weeks, each of Fundrise’s qualified offerings remain continuous
offerings under Rule 251(d)(3)(i) of the Securities Act of 1933, as amended.
Mr. Jonathan Burr
Division of Corporation Finance
April 17, 2020
Page 3
Fundrise respectfully reminds the Staff
that at the time of publication of the Investor Letter (and the pausing of processing subscriptions and redemptions), mortality
rates for the coronavirus outbreak were estimated to be as high as 2.2 million Americans, creating unprecedented uncertainty in
the economy and the country as a whole. While, fortunately, it appears that the we may yet avoid the worst-case scenarios, there
still remains a great deal of uncertainty as to the duration of the health crisis and the extent of the economic shock as these
events continue to unfold.
As the Fundrise Programs hold illiquid real
estate properties and loans, it is unclear what the magnitude of liquidity the Fundrise Programs need to maintain in case of debt
service shortfalls, existing funding commitments to real estate deals, and the potential need to step in to take over or pay-off
existing senior loans. In certain circumstances, as a result of the government lockdowns there could have been, and there may still
be, major bank failures as tenants cease paying rent and landlords stop paying debt service. To step into substantial senior loans,
the Fundrise Programs would be required to write substantial checks.
Accordingly, while many of the Fundrise
Programs likely have sufficient liquidity to meet such potential funding needs at this time, Fundrise ultimately decided it was
most prudent not to continue accepting subscriptions (or processing redemptions) to certain of the various Fundrise Program offerings
until there is greater economic clarity.
The Issuers also wish to point out that
this issue was raised, under admittedly very different circumstances, in a Staff comment letter as early as December 2015 in connection
with the offering of Fundrise Equity REIT, LLC (“Growth I”). The Staff considered the Growth I response
and accepted the revised disclosure and the offering was subsequently qualified. See Exhibit E for the full comment/response
process on this issue.
Mr. Jonathan Burr
Division of Corporation Finance
April 17, 2020
Page 4
2. Given that you are pausing certain offerings discussed in the Investor Letter, please explain why you are in the process
of having two new offerings (Fundrise Balanced eREIT II, LLC and Fundrise Growth eREIT VII, LLC) qualified by the Staff.
Response to Comment No. 2
As noted above, it is not the offering
of the securities that has been “paused”, but merely the processing of subscriptions. The offerings remain ongoing,
are actively marketed and are reviewable by anyone who wishes to do so on the Fundrise website.
As to the qualification of the two new offerings
for the Issuers, as stated in the Investor Letter, Fundrise is continuing to establish new offerings (and seek new investor subscriptions
for such offerings) in order to raise and deploy investment proceeds into investment strategies specifically tailored for the currently
uncertain economic landscape:
At the same time,
for those investors who continue to invest for the long-term, new investment dollars will go into new funds that will raise and
deploy into strategies tailored specifically for the COVID-19 world in which we live in today. While much of the real estate market
has frozen, as the country moves from a state of panic to broader acceptance of the hard but necessary steps to quell the outbreak,
we expect that the current extreme levels of uncertainty will give way to a relatively more predictable period of contraction.
As noted in the Investor Letter, the newer
Fundrise Programs, including the Issuers, will have the benefit of being able to invest in assets that are similar to those in
prior, more mature, programs but with the benefit of deploying capital with the knowledge of the changed and changing landscape
brought about in the post-COVID-19 world, without the potential uncertainty around estimating the magnitude of potential liquidity
needs for existing deals as the newer Fundrise Programs have no, or only one recently acquired, assets other than cash. The Issuers
have the advantage of a “clean slate” with respect to the investments that they would pursue. Although the investment
strategies and objectives of these newer Fundrise Programs, including the Issuers, are generally the same as the more mature programs,
investments in the newer Fundrise Programs can be tailored to the current investment landscape. For example, opportunities to purchase
properties and other assets at significant discounts or much wider spreads may be available; certain property classes that are
less attractive given the COVID fallout (e.g., hotels, cinemas, retail, etc.) can be avoided in the near term unless market
dynamics change; while on the other hand, certain property classes may be more attractive (e.g., industrial, warehouse,
data centers, etc.). Given these factors, Fundrise believes that it is appropriate to establish new Fundrise Programs, including
the Issuers, that can take advantage of current market conditions.
Mr. Jonathan Burr
Division of Corporation Finance
April 17, 2020
Page 5
* * * * *
If you have any questions or would like further information
concerning the Issuers’ responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn
J. Hall at (202) 584-0550.
Sincerely,
/s/ Mark Schonberger
Mark Schonberger
cc: Via E-mail
Benjamin S. Miller, Chief Executive
Officer
Bjorn J. Hall, General Counsel and
Secretary
Michelle A. Mirabal, Associate General Counsel
Rise Companies Corp.
Matthew Schoenfeld, Esq.
Goodwin Procter LLP
Mr. Jonathan Burr
Division of Corporation Finance
April 17, 2020
Page 6
Exhibit A
What you should expect from
Fundrise during the next financial crisis
Though it may seem like a strange notion, I spend time every
day preparing for the next financial crisis. As CEO of a financial technology company, it is arguably the most important part of
my job. At Fundrise, we tend to follow the advice of the great value investor Seth Klarman, who said, “Take care of the downside,
and the upside will take care of itself.”
While it may be unclear what will trigger the next recession
or when exactly it will occur, its eventual arrival is inevitable and denying that fact will only make it that much more difficult
to handle once it does.
Make no mistake, winter is coming.
So, instead of wasting time debating, we choose to focus our energy on determining how best to prepare.
More than an ounce of prevention
The funny thing about black swans is that, by definition, they
can’t be predicted. So rather than build an investment strategy around forecasting the market’s ups and downs, hoping
that a life raft will magically appear when things get choppy, we’ve instead set out to build an ark capable of weathering
unexpected storms, assuming that eventually one will hit.
We do this by consistently seeking to make sound investments with strong fundamentals, even if it means being slightly more conservative
in our approach than others around us. We focus on the intrinsic value of the real estate, choosing to invest in areas with high
barriers to entry and at prices that are at or below replacement cost (i.e. below the cost to construct a new building of similar
quality). We believe strongly that if we invest in markets with stable or rising demand and own properties at a lower cost basis
than our competition, then over time our investments should experience stronger than average performance — even if the market
goes through a downturn.
How we intend to operate in a recession
While financial crises are rare, such downturns often prove
to be crucial turning points on the path to building wealth. All too often, investors both big and small get carried away by the
intense emotions sweeping through the economy and end up making rash decisions that they later tend to regret.
It is therefore critical that our investors understand we
built Fundrise to insulate our investments from these emotionally-driven periods — in the hopes that we, with our investors,
are not only able to weather a financial crisis, but better yet, succeed during it.
Mr. Jonathan Burr
Division of Corporation Finance
April 17, 2020
Page 7
The most experienced investors know that during a financial
crisis, there is significant volatility in asset pricing due to the enormous sense of uncertainty about the future. The fear caused
by this uncertainty can often be exacerbated when (like in 2008) the very institutions that everyone assumed were most prepared
for such an event turn out not to be. As fear takes hold, credit dries up, lenders withdraw from the market, and normal business
grinds to a halt. This usually leads to forced selling of assets as margin loans are called and companies and individuals alike
seek to cover unexpected liquidity demands. This forced selling in turn leads to a temporary plunge in asset prices, as everyone
waits to see where the bottom will be.
In such circumstances, Fundrise will almost certainly suspend
our redemption program and investors should not expect us to provide them with liquidity.
While this is true for a number of reasons, the first and most
important is that it will almost certainly be in the best long-term interest of our investor base as a whole.
During turbulent times, the value of our underlying real estate
property will inherently be unclear. As a consequence, determining the net asset value (NAV) of our investments will be extremely
difficult and allowing for redemptions at NAV in the midst of a sudden downturn would almost certainly result in mispricing and
poor results for both those investors attempting to redeem, as well as those who remain invested. We will likely want to allow
a minimum of 6-12 months for the market to settle before determining a reasonable NAV and allowing for redemptions to begin again.
To be clear, we’ve built Fundrise for those investors
who want to outperform the stock market over the long term. We invest in real property because of the many benefits that come with
owning it — higher yields, higher potential returns, and generally greater stability. But those benefits come with a tradeoff,
primarily liquidity. By its nature, real estate is an illiquid, long-term investment with a natural duration measured in years
or even decades. Properties increase in value as macro growth trends play out around them. Investors who are patient enough can
experience exceptional performance as a result of that growth. However, selling a property before it’s had sufficient time
to mature is likely to result in poor returns. Even more importantly, doing so during a financial crisis is likely to result in
painful underperformance.
So, while under normal market conditions we seek to provide
our investors with liquidity through the redemption program, during a financial crisis, investors should expect us to pause the
program to allow enough time for whatever events may unfold.
A problem will be an opportunity
We believe that the majority of our investors have specifically
chosen Fundrise because of the benefits tha