Correspondence 0001837671-23-000051 from Copper Property CTL Pass Through Trust (CPPTL) (CIK 0001837671) (CPPTL)
Copper Property CTL Pass Through Trust (CPPTL) (CIK 0001837671)
Date: July 28, 2023 · CIK: 0001837671 · Accession: 0001837671-23-000051
AI Filing Summary & Sentiment
File numbers found in text: 000-56236
Referenced dates: July 21, 2023
Letter
VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance Re: Copper Property CTL Pass Through Trust Amendment No. 1 to Form 10-K for the Period Ended December 31, 2022 Filed May 2, 2023 File No. 000-56236
Dear Mr. Knapp:
This letter is sent on behalf of Copper Property CTL Pass Through Trust (the “Company”) in response to the comment from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated July 21, 2023 (the “Comment Letter”) regarding the above referenced filing. For ease of reference, we have set forth below, in bold, the text of the Staff’s comment prior to the Company’s response.
Form 10-K/A for the Period Ended December 31, 2022
Exhibits 31.1 and 31.2
1.We note that your certifications included with your original Form 10-K filed on March 7, 2023, do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting. The same is true of your Form 10-Q filed on May 8, 2023. Please file an additional amendment to your Form 10-K and an amendment to your Form 10-Q that include certifications that conform exactly to the language set forth within Exchange Act Rule 13a-14(a). Please note that you may file abbreviated amendments that consist of a cover page, explanatory note, signature page, and paragraphs 1, 2, 4, and 5 of the certifications.
Response: Please see Amendment No. 2 to the Company’s Form 10-K/A for the period ended December 31, 2022, filed on July 28, 2023, and the Company’s Form 10-Q/A for the period ended March 31, 2023, filed on July 28, 2023, each of which includes the Company’s revised Exhibit 31 certifications to include certifications that conform exactly to the language set forth within Exchange Act Rule 13a-14(a).
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (424)-386-4380.
Sincerely,
/s/ Casey Fleck
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CORRESP 1 filename1.htm Document 55 Hudson Yards | New York, NY 10001-2163 T: +1 (212) 530-5000 milbank.com | milbank.com July 28, 2023 VIA EDGAR Mr. Frank Knapp Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549 Re: Copper Property CTL Pass Through Trust Amendment No. 1 to Form 10-K for the Period Ended December 31, 2022 Filed May 2, 2023 File No. 000-56236 Dear Mr. Knapp: This letter is sent on behalf of Copper Property CTL Pass Through Trust (the “Company”) in response to the comment from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) communicated in its letter dated July 21, 2023 (the “Comment Letter”) regarding the above referenced filing. For ease of reference, we have set forth below, in bold, the text of the Staff’s comment prior to the Company’s response. Form 10-K/A for the Period Ended December 31, 2022 Exhibits 31.1 and 31.2 1.We note that your certifications included with your original Form 10-K filed on March 7, 2023, do not include paragraph 4(b) and the introductory language in paragraph 4 referring to internal control over financial reporting. The same is true of your Form 10-Q filed on May 8, 2023. Please file an additional amendment to your Form 10-K and an amendment to your Form 10-Q that include certifications that conform exactly to the language set forth within Exchange Act Rule 13a-14(a). Please note that you may file abbreviated amendments that consist of a cover page, explanatory note, signature page, and paragraphs 1, 2, 4, and 5 of the certifications. Response: Please see Amendment No. 2 to the Company’s Form 10-K/A for the period ended December 31, 2022, filed on July 28, 2023, and the Company’s Form 10-Q/A for the period ended March 31, 2023, filed on July 28, 2023, each of which includes the Company’s revised Exhibit 31 certifications to include certifications that conform exactly to the language set forth within Exchange Act Rule 13a-14(a). Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (424)-386-4380. Sincerely, /s/ Casey Fleck Milbank LLP CC: Larry Finger, Principal Financial Officer Neil Aaronson, Principal Executive Officer