Correspondence 0001628280-23-026050 from VISTA CREDIT STRATEGIC LENDING CORP. (CIK 0001919369)
VISTA CREDIT STRATEGIC LENDING CORP. (CIK 0001919369)
Date: July 28, 2023 · CIK: 0001919369 · Accession: 0001628280-23-026050
AI Filing Summary & Sentiment
File numbers found in text: 000-56562
Referenced dates: July 17, 2023
Letter
VIA EDGAR Attention: Lisa N. Larkin, Senior Counsel United States Securities and Exchange Commission Division of Investment Management Re: Vista Credit Strategic Lending Corp. Registration Statement on Form 10 Filed June 15, 2023 File No. 000-56562
Dear Ms. Larkin:
This letter is sent on behalf of Vista Credit Strategic Lending Corp. (the “Company”), in response to the comments issued by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in a letter dated July 17, 2023 relating to the above-referenced registration statement on Form 10 (the “Registration Statement”) filed by the Company with the SEC on June 15, 2023.
For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the response of the Company. We have discussed the Staff's comments with representatives of the Company. Capitalized terms used in this letter and not otherwise defined herein have the meanings specified in Amendment No. 1 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the “Amended Registration Statement”).
Page 1 – Explanatory Note
1.Staff’s comment: In the sixth paragraph, disclosure states that the Company intends to file an election to be regulated as a BDC. The Company filed a Form N-54A on
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Securities and Exchange Commission
July 28, 2023
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June 23, 2023. Please revise the disclosure here, and throughout the registration statement, accordingly.
Response: In response to the Staff’s comment, the Company has revised the Amended Registration Statement first on page 1 and throughout the Amended Registration Statement accordingly.
Page 8 – The Company – Vista Credit Strategic Lending Corp.
2.Staff’s comment: We note that the Company’s name contains the term “Credit,” which refers to a type of investment. As such, under rule 35d-1, the Company must have a policy to invest, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in debt securities. Please add this policy, and state that this policy cannot be changed without 60 days prior written notice to stockholders (or that the policy is fundamental).
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Amended Registration Statement to include the following disclosure:
Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit investments (loans, bonds and other credit instruments) and related equity securities (including equity securities acquired in connection with debt instruments to make them more desirable, such as warrants or preferred equity securities, as well as investments in equity securities of issuers of loans, bonds or other credit instruments owned by us). Our credit investments will typically consist of first lien, unitranche, and second lien debt facilities, and may include mezzanine debt, any of which may be “covenant-lite” (i.e., loans that do not have a complete set of financial maintenance covenants).
3.Staff’s comment: In the third paragraph, disclosure refers to the “enterprise software, data and technology-enabled sectors,” and “dislocations.” Please explain these terms using clear, straightforward language.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Amended Registration Statement to include the following bolded disclosure:
We expect to invest in “middle market companies,” which we define to generally mean companies with EBITDA of less than $250 million annually, and/or annual revenue of
Securities and Exchange Commission
July 28, 2023
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$25 million to $2.5 billion at the time of investment, in the enterprise software, data and technology-enabled sectors, which focus on designing, implementing and/or utilizing software solutions specifically to meet the needs of large, complex organizations. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when we believe that there are dislocations in the capital markets such that assets are mispriced on an absolute or relative basis, including the high yield and syndicated loan markets.
Page 9 – Vista
4.Staff’s comment: In the second paragraph, disclosure states, “Vista Credit Partners, L.P. (“Vista Credit Partners” or “VCP”) was established in 2013 as the growth of the Vista team and identified opportunity set, Vista’s knowledge of software businesses, their operations and the software market continued to deepen and evolve.” The sentence is unclear. Please revise.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Amended Registration Statement as follows:
As Vista and the enterprise software, data and technology-enabled sector continued to grow, Vista Credit Partners, L.P. (“Vista Credit Partners” or “VCP”) was established in 2013 to help Vista expand into new, distinct and complementary investment strategies and further capitalize on Vista’s deepening knowledge of software businesses, their operations and the software market.
Page 10 – Market Opportunity
5.Staff’s comment: Please limit the marketing disclosure in this section (i.e., pages 10-15). This information is secondary and obscures the primary disclosure regarding the Company’s structure, investment strategies, and risks.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 10-15 of the Amended Registration Statement accordingly.
6.Staff’s comment: In the first paragraph, disclosure refers to “both the liquid and private credit markets.” Please explain what “liquid” markets are in relation to “private credit” markets.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 10 of the Amended Registration Statement to explain that the private
Securities and Exchange Commission
July 28, 2023
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credit market is one in which loans are typically negotiated privately between an issuer and a small number of lenders, while the liquid credit market consists of broadly syndicated loans and other, more liquid credit investments.
7.Staff’s comment: In the second sentence of the first paragraph, disclosure refers to a “highly defensive mandate.” Please explain this term using clear, straightforward language.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 10 of the Amended Registration Statement to delete the reference to a “highly defensive” mandate.
8.Staff’s comment: Disclosure in footnote 1 appears to be an excerpt about certain kinds of performance information regarding a certain fund. It is unclear who “S&P LCD” and the “Fund” are, and what the terms “cumulative default rate,” “average default rate,” “VCP default rate,” and “cumulative dollar weighted default rate,” mean. The footnote and accompanying text focus on industries, including the software industry, but the Company’s strategy focuses on the “enterprise software, data and technology-enabled sectors.” Also, the footnote refers to industries listed “above,” but should instead state, “below.”
Given the numerous caveats and exceptions, the disclosure is confusing, and its relevance is unclear. Please revise the footnote and accompanying text to more clearly and accurately describe the relevance of the disclosure to the Company’s principal investment strategies. See General Instruction C(c) of Form 10 (requiring additional material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading).
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 10 of the Amended Registration Statement to delete the accompanying chart and revise the referenced footnote as follows:
Source: Standard & Poor’s Leveraged Commentary & Data, a leading provider of leveraged loan news, data and research. Data is as of December 2022. Industry cumulative default rates are dollar-weighted from 1995 to December 2022. Software cumulative default rate by count from 1997 to December 2022. There can be no assurance that historical trends will continue. Past trends in software debt markets may not be indicative of future conditions or trends.
Securities and Exchange Commission
July 28, 2023
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Page 11 – Market Opportunity
9.Staff’s comment: On this page, disclosure contains many words and phrases that are difficult to understand. Please revise the following using clear, straightforward language.
•“Mature software products generally have high gross margins and variable operating expenses that are largely tied to salespersons, commissions, travel and marketing.”
•“Moreover, the codebase and intellectual property may represent attractive, strategic assets to a broad array of industry players who can credibly acquire them and cross-sell these products.”
•“These attributes of software-enabled services are evidenced by the historically high degree of financial sponsor exits to strategic acquirers who benefit from these readily identifiable synergies.”
•“Mission criticality.”
•“Outsized productivity gains.”
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 10 and 11 of the Amended Registration Statement accordingly.
10.Staff’s comment: In the second paragraph, disclosure states, “During the global financial crisis of 2007-2009 (the “GFC”), and throughout the COVID-19 pandemic, enterprise software companies have demonstrated their resiliency. For instance, public companies in S&P’s Expanded North American Software Composite saw median revenue growth of over 5% year-over-year from 2008 to 2009.” Please describe the composite. Also, please add disclosure that explains such resiliency during the COVID-19 pandemic, or consider deleting the reference to the COVID-19 pandemic.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 11 to clarify that the referenced composite is designed to measure U.S. traded securities in the GICS Application Software, Systems Software and Home Entertainment Software sub-industries, as well as applicable supplementary stocks, and to delete the reference to the COVID-19 pandemic.
11.Staff’s comment: Footnote 1 cites “Index performance from Bloomberg/company reports; company-specific data from Capital IQ/Company Reports.” Please be more specific
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about which reports and who these entities are. Please also explain whether such reports are publicly available and, if so, how investors can access the reports.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 11 of the Amended Registration Statement to delete references to Capital IQ and other “reports” and to clarify that the historical performance of public companies in S&P’s Expanded North American Software Composite and companies included in the S&P 500 (excluding financials) are publicly available from Bloomberg.
Page 12 – Shifting Demand from Public to Private Markets
12.Staff’s comment: On this page, disclosure contains many words and phrases that are difficult to understand. Please revise the following using clear, straightforward language.
•“Deal count.”
•“Less-dilutive debt.”
•“Scaled growth capital solutions.”
•“Non-Sponsor FounderDirect Channel.”
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 11 and 12 of the Amended Registration Statement accordingly.
13.Staff’s comment: Footnotes 3-6 cite various entities. Please explain who the entities are, whether the sources are publicly available and, if so, how investors can access the sources.
Response: In response to the Staff’s comment, the Company has revised the disclosure in footnotes 3-5 on page 11 of the Amended Registration Statement to provide information on the sources cited and how to access them and has deleted footnote 6.
Page 13 – Sponsor Market Opportunity
14.Staff’s comment: On this page, disclosure contains many words and phrases that are difficult to understand. Please revise the following using clear, straightforward language.
•“Dry powder.”
•“Broad end-market diversification.”
Securities and Exchange Commission
July 28, 2023
Page 7
•“Broader reallocation of budgeted spend.”
•“Tools that are either utilized ‘horizontally’ by stakeholders in many end-markets or developed to replace traditional headcount of capital expenditures in each ‘industry vertical’ as colloquially understood.”
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 12 of the Amended Registration Statement accordingly.
15.Staff’s comment: In the first paragraph, disclosure refers to “Prequin.” Please explain who this entity is.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 12 of the Amended Registration Statement to clarify that Preqin, Ltd. is a provider of financial data and information on the alternative assets market.
Page 15 – Proprietary and Differentiated Sourcing Model
16.Staff’s comment: In the first paragraph, disclosure refers to “FounderDirect Lending.” Please explain who this entity is.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 14 of the Amended Registration Statement to clarify that the FounderDirect Lending is a part of Vista’s lending strategy that offers first lien loans (with some equity component) directly to founder-run enterprise software companies.
Page 16 – Sourcing
17.Staff’s comment: In the last sentence of the first paragraph, disclosure states that “VCP has closed over 400 investments with over 60 private equity sponsors.” On the previous page, disclosure states that “the VCP Investment Team has closed on over 470 transactions with more than 60 private equity firms.” Please confirm that these two statements are accurate.
Response: In response to the Staff’s comment, the Company has conformed the disclosure on page 15 of the Amended Registration Statement to the more specific disclosure that VCP has closed over 470 investments with over 60 private equity sponsors. The Company confirms that both of the statements referenced in the Staff’s comment are accurate.
Securities and Exchange Commission
July 28, 2023
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Page 17-18 – Structure of Investments
18.Staff’s comment: In this section, disclosure refers to “add-on acquisitions” and “affirmative and negative covenants.” Please explain the terms using clear, straightforward language.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 17 of the Amended Registration Statement accordingly.
Page 18 – Warehousing Transaction
19.Staff’s comment: Please explain to us whether the Company has considered the applicability of Regulation S-X Article 6-11 with regards to the warehousing transaction.
Response: The Company advises the Staff that the warehoused assets anticipated to be acquired by the Company would represent, at most, a de minimis portion of the consolidated assets of
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CORRESP 1 filename1.htm Document 2049 Century Park East Los Angeles, CA 90067 Monica J. Shilling, P.C. United States To Call Writer Directly: Facsimile: +1 310 552 4355 +1 310 552 4200 +1 310 552 5900 monica.shilling@kirkland.com www.kirkland.com July 28, 2023 VIA EDGAR Attention: Lisa N. Larkin, Senior Counsel Melissa McDonough, Staff Accountant John Lee, Branch Chief Christian Sandoe, Assistant Director United States Securities and Exchange Commission Division of Investment Management 100 F Street, NE Washington, D.C. 20549 Re: Vista Credit Strategic Lending Corp. Registration Statement on Form 10 Filed June 15, 2023 File No. 000-56562 Dear Ms. Larkin: This letter is sent on behalf of Vista Credit Strategic Lending Corp. (the “Company”), in response to the comments issued by the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in a letter dated July 17, 2023 relating to the above-referenced registration statement on Form 10 (the “Registration Statement”) filed by the Company with the SEC on June 15, 2023. For your convenience, the Staff’s comments are included in this letter, and each comment is followed by the response of the Company. We have discussed the Staff's comments with representatives of the Company. Capitalized terms used in this letter and not otherwise defined herein have the meanings specified in Amendment No. 1 to the Registration Statement filed by the Company on the date hereof (such registration statement being referred to herein as the “Amended Registration Statement”). Page 1 – Explanatory Note 1.Staff’s comment: In the sixth paragraph, disclosure states that the Company intends to file an election to be regulated as a BDC. The Company filed a Form N-54A on Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Miami Munich New York Paris Salt Lake City Shanghai Washington, D.C. Securities and Exchange Commission July 28, 2023 Page 2 June 23, 2023. Please revise the disclosure here, and throughout the registration statement, accordingly. Response: In response to the Staff’s comment, the Company has revised the Amended Registration Statement first on page 1 and throughout the Amended Registration Statement accordingly. Page 8 – The Company – Vista Credit Strategic Lending Corp. 2.Staff’s comment: We note that the Company’s name contains the term “Credit,” which refers to a type of investment. As such, under rule 35d-1, the Company must have a policy to invest, under normal circumstances, at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in debt securities. Please add this policy, and state that this policy cannot be changed without 60 days prior written notice to stockholders (or that the policy is fundamental). Response: In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Amended Registration Statement to include the following disclosure: Under normal circumstances, we will invest at least 80% of our total assets (net assets plus borrowings for investment purposes) in credit investments (loans, bonds and other credit instruments) and related equity securities (including equity securities acquired in connection with debt instruments to make them more desirable, such as warrants or preferred equity securities, as well as investments in equity securities of issuers of loans, bonds or other credit instruments owned by us). Our credit investments will typically consist of first lien, unitranche, and second lien debt facilities, and may include mezzanine debt, any of which may be “covenant-lite” (i.e., loans that do not have a complete set of financial maintenance covenants). 3.Staff’s comment: In the third paragraph, disclosure refers to the “enterprise software, data and technology-enabled sectors,” and “dislocations.” Please explain these terms using clear, straightforward language. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Amended Registration Statement to include the following bolded disclosure: We expect to invest in “middle market companies,” which we define to generally mean companies with EBITDA of less than $250 million annually, and/or annual revenue of Securities and Exchange Commission July 28, 2023 Page 3 $25 million to $2.5 billion at the time of investment, in the enterprise software, data and technology-enabled sectors, which focus on designing, implementing and/or utilizing software solutions specifically to meet the needs of large, complex organizations. We may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when we believe that there are dislocations in the capital markets such that assets are mispriced on an absolute or relative basis, including the high yield and syndicated loan markets. Page 9 – Vista 4.Staff’s comment: In the second paragraph, disclosure states, “Vista Credit Partners, L.P. (“Vista Credit Partners” or “VCP”) was established in 2013 as the growth of the Vista team and identified opportunity set, Vista’s knowledge of software businesses, their operations and the software market continued to deepen and evolve.” The sentence is unclear. Please revise. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Amended Registration Statement as follows: As Vista and the enterprise software, data and technology-enabled sector continued to grow, Vista Credit Partners, L.P. (“Vista Credit Partners” or “VCP”) was established in 2013 to help Vista expand into new, distinct and complementary investment strategies and further capitalize on Vista’s deepening knowledge of software businesses, their operations and the software market. Page 10 – Market Opportunity 5.Staff’s comment: Please limit the marketing disclosure in this section (i.e., pages 10-15). This information is secondary and obscures the primary disclosure regarding the Company’s structure, investment strategies, and risks. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 10-15 of the Amended Registration Statement accordingly. 6.Staff’s comment: In the first paragraph, disclosure refers to “both the liquid and private credit markets.” Please explain what “liquid” markets are in relation to “private credit” markets. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 10 of the Amended Registration Statement to explain that the private Securities and Exchange Commission July 28, 2023 Page 4 credit market is one in which loans are typically negotiated privately between an issuer and a small number of lenders, while the liquid credit market consists of broadly syndicated loans and other, more liquid credit investments. 7.Staff’s comment: In the second sentence of the first paragraph, disclosure refers to a “highly defensive mandate.” Please explain this term using clear, straightforward language. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 10 of the Amended Registration Statement to delete the reference to a “highly defensive” mandate. 8.Staff’s comment: Disclosure in footnote 1 appears to be an excerpt about certain kinds of performance information regarding a certain fund. It is unclear who “S&P LCD” and the “Fund” are, and what the terms “cumulative default rate,” “average default rate,” “VCP default rate,” and “cumulative dollar weighted default rate,” mean. The footnote and accompanying text focus on industries, including the software industry, but the Company’s strategy focuses on the “enterprise software, data and technology-enabled sectors.” Also, the footnote refers to industries listed “above,” but should instead state, “below.” Given the numerous caveats and exceptions, the disclosure is confusing, and its relevance is unclear. Please revise the footnote and accompanying text to more clearly and accurately describe the relevance of the disclosure to the Company’s principal investment strategies. See General Instruction C(c) of Form 10 (requiring additional material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading). Response: In response to the Staff’s comment, the Company has revised the disclosure on page 10 of the Amended Registration Statement to delete the accompanying chart and revise the referenced footnote as follows: Source: Standard & Poor’s Leveraged Commentary & Data, a leading provider of leveraged loan news, data and research. Data is as of December 2022. Industry cumulative default rates are dollar-weighted from 1995 to December 2022. Software cumulative default rate by count from 1997 to December 2022. There can be no assurance that historical trends will continue. Past trends in software debt markets may not be indicative of future conditions or trends. Securities and Exchange Commission July 28, 2023 Page 5 Page 11 – Market Opportunity 9.Staff’s comment: On this page, disclosure contains many words and phrases that are difficult to understand. Please revise the following using clear, straightforward language. •“Mature software products generally have high gross margins and variable operating expenses that are largely tied to salespersons, commissions, travel and marketing.” •“Moreover, the codebase and intellectual property may represent attractive, strategic assets to a broad array of industry players who can credibly acquire them and cross-sell these products.” •“These attributes of software-enabled services are evidenced by the historically high degree of financial sponsor exits to strategic acquirers who benefit from these readily identifiable synergies.” •“Mission criticality.” •“Outsized productivity gains.” Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 10 and 11 of the Amended Registration Statement accordingly. 10.Staff’s comment: In the second paragraph, disclosure states, “During the global financial crisis of 2007-2009 (the “GFC”), and throughout the COVID-19 pandemic, enterprise software companies have demonstrated their resiliency. For instance, public companies in S&P’s Expanded North American Software Composite saw median revenue growth of over 5% year-over-year from 2008 to 2009.” Please describe the composite. Also, please add disclosure that explains such resiliency during the COVID-19 pandemic, or consider deleting the reference to the COVID-19 pandemic. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 11 to clarify that the referenced composite is designed to measure U.S. traded securities in the GICS Application Software, Systems Software and Home Entertainment Software sub-industries, as well as applicable supplementary stocks, and to delete the reference to the COVID-19 pandemic. 11.Staff’s comment: Footnote 1 cites “Index performance from Bloomberg/company reports; company-specific data from Capital IQ/Company Reports.” Please be more specific Securities and Exchange Commission July 28, 2023 Page 6 about which reports and who these entities are. Please also explain whether such reports are publicly available and, if so, how investors can access the reports. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 11 of the Amended Registration Statement to delete references to Capital IQ and other “reports” and to clarify that the historical performance of public companies in S&P’s Expanded North American Software Composite and companies included in the S&P 500 (excluding financials) are publicly available from Bloomberg. Page 12 – Shifting Demand from Public to Private Markets 12.Staff’s comment: On this page, disclosure contains many words and phrases that are difficult to understand. Please revise the following using clear, straightforward language. •“Deal count.” •“Less-dilutive debt.” •“Scaled growth capital solutions.” •“Non-Sponsor FounderDirect Channel.” Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 11 and 12 of the Amended Registration Statement accordingly. 13.Staff’s comment: Footnotes 3-6 cite various entities. Please explain who the entities are, whether the sources are publicly available and, if so, how investors can access the sources. Response: In response to the Staff’s comment, the Company has revised the disclosure in footnotes 3-5 on page 11 of the Amended Registration Statement to provide information on the sources cited and how to access them and has deleted footnote 6. Page 13 – Sponsor Market Opportunity 14.Staff’s comment: On this page, disclosure contains many words and phrases that are difficult to understand. Please revise the following using clear, straightforward language. •“Dry powder.” •“Broad end-market diversification.” Securities and Exchange Commission July 28, 2023 Page 7 •“Broader reallocation of budgeted spend.” •“Tools that are either utilized ‘horizontally’ by stakeholders in many end-markets or developed to replace traditional headcount of capital expenditures in each ‘industry vertical’ as colloquially understood.” Response: In response to the Staff’s comment, the Company has revised the disclosure on page 12 of the Amended Registration Statement accordingly. 15.Staff’s comment: In the first paragraph, disclosure refers to “Prequin.” Please explain who this entity is. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 12 of the Amended Registration Statement to clarify that Preqin, Ltd. is a provider of financial data and information on the alternative assets market. Page 15 – Proprietary and Differentiated Sourcing Model 16.Staff’s comment: In the first paragraph, disclosure refers to “FounderDirect Lending.” Please explain who this entity is. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 14 of the Amended Registration Statement to clarify that the FounderDirect Lending is a part of Vista’s lending strategy that offers first lien loans (with some equity component) directly to founder-run enterprise software companies. Page 16 – Sourcing 17.Staff’s comment: In the last sentence of the first paragraph, disclosure states that “VCP has closed over 400 investments with over 60 private equity sponsors.” On the previous page, disclosure states that “the VCP Investment Team has closed on over 470 transactions with more than 60 private equity firms.” Please confirm that these two statements are accurate. Response: In response to the Staff’s comment, the Company has conformed the disclosure on page 15 of the Amended Registration Statement to the more specific disclosure that VCP has closed over 470 investments with over 60 private equity sponsors. The Company confirms that both of the statements referenced in the Staff’s comment are accurate. Securities and Exchange Commission July 28, 2023 Page 8 Page 17-18 – Structure of Investments 18.Staff’s comment: In this section, disclosure refers to “add-on acquisitions” and “affirmative and negative covenants.” Please explain the terms using clear, straightforward language. Response: In response to the Staff’s comment, the Company has revised the disclosure on page 17 of the Amended Registration Statement accordingly. Page 18 – Warehousing Transaction 19.Staff’s comment: Please explain to us whether the Company has considered the applicability of Regulation S-X Article 6-11 with regards to the warehousing transaction. Response: The Company advises the Staff that the warehoused assets anticipated to be acquired by the Company would represent, at most, a de minimis portion of the consolidated assets of