SEC Company Response from J.P. Morgan Real Estate Income Trust, Inc. (CIK 0001893262) — Jun 14, 2022
J.P. Morgan Real Estate Income Trust, Inc. (CIK 0001893262)
Date: June 14, 2022 · CIK: 0001893262 · Accession: 0001193125-22-173886
AI Filing Summary & Sentiment
Referenced dates: March 22, 2022
Letter
Securities and Exchange Commission Division of Corporate Finance Re: J.P. Morgan Real Estate Income Trust, Inc. Amendment No. 1 to Draft Registration Statement on Form S-11 Submitted on March 4, 2022 CIK No. 0001893262
Dear Ms. Gorman:
This letter sets forth the confidential response of our client, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”), to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the letter dated March 22, 2022, pertaining to Amendment No. 1 to Draft Registration Statement on Form S-11 (the “Draft Registration Statement”) that was confidentially submitted to the SEC on March 4, 2022. The Company has prepared and submitted herewith on EDGAR the Registration Statement on Form S-11 (the “Registration Statement”) in response to the comments from the Staff. We have included the Staff’s comments below, followed by the Company’s responses thereto.
Amendment No. 1 to Draft Registration Statement on Form S-11
Compensation, page 147
1. Comment: We note your response to comment 5 of our letter. In light of your disclosure that gross proceeds will take into account proceeds from the shares issued under your distribution reinvestment plan, please revise your disclosure to clearly state that investors will pay fees on shares acquired as part of this plan. Please clarify how the issuance of DRIP shares impacts your NAV calculation, which is used as the basis for determining the ongoing fee, and describe the impact that a NAV different from the assumed $10 per share would have on the amount and length of time over which the stockholder servicing fee will be paid. Provide similar disclosure regarding the impact of not opting out of the distribution reinvestment plan.
Response: The Company has revised the disclosure in the Registration Statement in response to the comment. Because many states require that investors affirmatively opt-in to the distribution reinvestment plan, the revised disclosure does not reference whether a stockholder decides “not to opt out” of the distribution reinvestment plan, but rather whether a stockholder “participates” in the distribution reinvestment plan.
Share Repurchases, page 257
2. Comment: We note your response to comment 7. We note that the mandatory redemption plan only applies to shares acquired by JPMIM based on your disclosure on page 2 and elsewhere. Please revise your disclosure in this section to discuss this plan as it applies to both JPMIM and to the other Class E shareholders.
Response: The Company has revised the disclosure in the Registration Statement in response to the comment.
Please contact me if you should need additional information or should have questions.
Very truly yours,
/s/ Rosemarie A. Thurston
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CORRESP 1 filename1.htm CORRESP One Atlantic Center 1201 West Peachtree Street Atlanta, GA 30309-342 404-881-7000 Rosemarie A. Thurston Direct Dial: 404-881-4417 Email: rosemarie.thurston@alston.com June 14, 2022 Ms. Stacie Gorman Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, DC 20549 Re: J.P. Morgan Real Estate Income Trust, Inc. Amendment No. 1 to Draft Registration Statement on Form S-11 Submitted on March 4, 2022 CIK No. 0001893262 Dear Ms. Gorman: This letter sets forth the confidential response of our client, J.P. Morgan Real Estate Income Trust, Inc. (the “Company”), to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) contained in the letter dated March 22, 2022, pertaining to Amendment No. 1 to Draft Registration Statement on Form S-11 (the “Draft Registration Statement”) that was confidentially submitted to the SEC on March 4, 2022. The Company has prepared and submitted herewith on EDGAR the Registration Statement on Form S-11 (the “Registration Statement”) in response to the comments from the Staff. We have included the Staff’s comments below, followed by the Company’s responses thereto. Amendment No. 1 to Draft Registration Statement on Form S-11 Compensation, page 147 1. Comment: We note your response to comment 5 of our letter. In light of your disclosure that gross proceeds will take into account proceeds from the shares issued under your distribution reinvestment plan, please revise your disclosure to clearly state that investors will pay fees on shares acquired as part of this plan. Please clarify how the issuance of DRIP shares impacts your NAV calculation, which is used as the basis for determining the ongoing fee, and describe the impact that a NAV different from the assumed $10 per share would have on the amount and length of time over which the stockholder servicing fee will be paid. Provide similar disclosure regarding the impact of not opting out of the distribution reinvestment plan. Response: The Company has revised the disclosure in the Registration Statement in response to the comment. Because many states require that investors affirmatively opt-in to the distribution reinvestment plan, the revised disclosure does not reference whether a stockholder decides “not to opt out” of the distribution reinvestment plan, but rather whether a stockholder “participates” in the distribution reinvestment plan. Share Repurchases, page 257 2. Comment: We note your response to comment 7. We note that the mandatory redemption plan only applies to shares acquired by JPMIM based on your disclosure on page 2 and elsewhere. Please revise your disclosure in this section to discuss this plan as it applies to both JPMIM and to the other Class E shareholders. Response: The Company has revised the disclosure in the Registration Statement in response to the comment. Please contact me if you should need additional information or should have questions. Very truly yours, /s/ Rosemarie A. Thurston Rosemarie A. Thurston