SEC Comment Letter 0000000000-23-000423 to BGO Industrial Real Estate Income Trust, Inc. (CIK 0001942722)
BGO Industrial Real Estate Income Trust, Inc. (CIK 0001942722)
Date: Jan. 17, 2023 · CIK: 0001942722 · Accession: 0000000000-23-000423
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo January 17, 2023 Michael Glimcher Chief Executive Officer BentallGreenOak Industrial Real Estate Income Trust, Inc. 399 Park Avenue 18th Floor New York, NY 10022 Re:BentallGreenOak Industrial Real Estate Income Trust, Inc. Amendment No. 1 to Draft Registration Statement on Form S-11 Submitted December 27, 2022 CIK No. 0001942722 Dear Michael Glimcher: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-11 Cover Page 1.We note your response to comment 1 of our letter and reissue. Please disclose the date the offering will end. See Item 501(b)(8)(iii) of Regulation S-K and Rule 415(a)(2) of the Securities Act. 2.We note your response to comment 2 of our letter. Please file the joint venture agreement in accordance with Item 601(b)(10) of Regulation S-K or tell us why you believe you are not required to file this agreement. Please clarify that the joint venture partner will control all decisions in connection with this joint venture and disclose the risks.
FirstName LastNameMichael Glimcher Comapany NameBentallGreenOak Industrial Real Estate Income Trust, Inc. January 17, 2023 Page 2 FirstName LastNameMichael Glimcher BentallGreenOak Industrial Real Estate Income Trust, Inc. January 17, 2023 Page 2 Prospectus Summary What potential competitive strengths does the Adviser offer?, page 4 3.We note your response to comment 4 of our letter and reissue. Please balance the discussion of the competitive strengths of your advisor with equally prominent disclosure of the challenges you face and the risks and limitations that could harm your business or inhibit your strategic plans. For example, but without limitation, provide a discussion of any losses or adverse business developments for your advisor. Further, in the prior performance section, please ensure that you provide all of the disclosure requirement by Item 8 of Industrial Guide 5. Can I request that my shares be repurchased?, page 17 4.We note your response to comment 5 of our letter and reissue. Please revise your disclosure to clarify that you may suspend your redemption plan indefinitely. Further, please revise your risk factor on page 36 to address the impact of being able to suspend your plan indefinitely. Additionally, we note your disclosure on page 25 that you may repurchase shares from your advisor and that your advisor will not be subject to the redemption plan limits or early repurchase deductions. However, this does not address whether redemptions of the advisor's shares will impact your ability to repurchase shares under your redemption plan, including the limits of the plan as it applies to investors. Please revise to address this aspect. Performance Participation Allocation Example, page 157 5.We note your response to comment 8. Please clarify that there is no guarantee that you can provide a 5% rate of return and that this is a hypothetical in footnote 1. General 6.We note your response to comments 14 and 15 of our letter, and your reliance on the relief granted in prior no-action letters. We note that you are responsible for analyzing the applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, and Regulation M to your share repurchase program. We are not taking a position on the conclusions described in your response and urge you to consider all the elements of your share repurchase program in determining whether the program is consistent with relief granted.
FirstName LastNameMichael Glimcher Comapany NameBentallGreenOak Industrial Real Estate Income Trust, Inc. January 17, 2023 Page 3 FirstName LastName Michael Glimcher BentallGreenOak Industrial Real Estate Income Trust, Inc. January 17, 2023 Page 3 You may contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at Stacie Gorman or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Daniel B. Honeycutt, Esq.
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United States securities and exchange commission logo
January 17, 2023
Michael Glimcher
Chief Executive Officer
BentallGreenOak Industrial Real Estate Income Trust, Inc.
399 Park Avenue
18th Floor
New York, NY 10022
Re:BentallGreenOak Industrial Real Estate Income Trust, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-11
Submitted December 27, 2022
CIK No. 0001942722
Dear Michael Glimcher:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-11
Cover Page
1.We note your response to comment 1 of our letter and reissue. Please disclose the date the
offering will end. See Item 501(b)(8)(iii) of Regulation S-K and Rule 415(a)(2) of the
Securities Act.
2.We note your response to comment 2 of our letter. Please file the joint venture agreement
in accordance with Item 601(b)(10) of Regulation S-K or tell us why you believe you are
not required to file this agreement. Please clarify that the joint venture partner will control
all decisions in connection with this joint venture and disclose the risks.
FirstName LastNameMichael Glimcher
Comapany NameBentallGreenOak Industrial Real Estate Income Trust, Inc.
January 17, 2023 Page 2
FirstName LastNameMichael Glimcher
BentallGreenOak Industrial Real Estate Income Trust, Inc.
January 17, 2023
Page 2
Prospectus Summary
What potential competitive strengths does the Adviser offer?, page 4
3.We note your response to comment 4 of our letter and reissue. Please balance the
discussion of the competitive strengths of your advisor with equally prominent disclosure
of the challenges you face and the risks and limitations that could harm your business or
inhibit your strategic plans. For example, but without limitation, provide a discussion of
any losses or adverse business developments for your advisor. Further, in the prior
performance section, please ensure that you provide all of the disclosure requirement by
Item 8 of Industrial Guide 5.
Can I request that my shares be repurchased?, page 17
4.We note your response to comment 5 of our letter and reissue. Please revise your
disclosure to clarify that you may suspend your redemption plan indefinitely. Further,
please revise your risk factor on page 36 to address the impact of being able to suspend
your plan indefinitely. Additionally, we note your disclosure on page 25 that you may
repurchase shares from your advisor and that your advisor will not be subject to the
redemption plan limits or early repurchase deductions. However, this does not address
whether redemptions of the advisor's shares will impact your ability to repurchase shares
under your redemption plan, including the limits of the plan as it applies to investors.
Please revise to address this aspect.
Performance Participation Allocation Example, page 157
5.We note your response to comment 8. Please clarify that there is no guarantee that you
can provide a 5% rate of return and that this is a hypothetical in footnote 1.
General
6.We note your response to comments 14 and 15 of our letter, and your reliance on the relief
granted in prior no-action letters. We note that you are responsible for analyzing the
applicability of the tender offer rules, including Rule 13e-4 and Regulation 14E, and
Regulation M to your share repurchase program. We are not taking a position on the
conclusions described in your response and urge you to consider all the elements of your
share repurchase program in determining whether the program is consistent with relief
granted.
FirstName LastNameMichael Glimcher
Comapany NameBentallGreenOak Industrial Real Estate Income Trust, Inc.
January 17, 2023 Page 3
FirstName LastName
Michael Glimcher
BentallGreenOak Industrial Real Estate Income Trust, Inc.
January 17, 2023
Page 3
You may contact William Demarest at 202-551-3432 or Wilson Lee at 202-551-3468 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at Stacie Gorman or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Daniel B. Honeycutt, Esq.