SEC Comment Letter 0000000000-23-005572 to BGO Industrial Real Estate Income Trust, Inc. (CIK 0001942722)
BGO Industrial Real Estate Income Trust, Inc. (CIK 0001942722)
Date: May 25, 2023 · CIK: 0001942722 · Accession: 0000000000-23-005572
AI Filing Summary & Sentiment
File numbers found in text: 333-271906
Letter
United States securities and exchange commission logo May 25, 2023 Michael Glimcher Chief Executive Officer BGO Industrial Real Estate Income Trust, Inc. 399 Park Avenue 18th Floor New York, NY 10022 Re:BGO Industrial Real Estate Income Trust, Inc. Registration Statement on Form S-11 Filed May 12, 2022 File No. 333-271906 Dear Michael Glimcher: We have reviewed your registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-11 How will your NAV be calculated?, page 14 1.We note your response to comment 1 and that you believe that the Fund Administrator’s role is administrative. However, we note that this entity is a third party that you will be relying on to provide you with your net asset value based on its calculations, and that you will then provide this figure to investors. It therefore appears that you are relying upon this entity's expertise to provide this calculation, that this entity is an expert, and therefore consent is required. Please refer to Section 7(a) and Rule 436 of the Securities Act and Securities Act Sections Compliance and Disclosure Interpretations 141.02.
FirstName LastNameMichael Glimcher Comapany NameBGO Industrial Real Estate Income Trust, Inc. May 25, 2023 Page 2 FirstName LastName Michael Glimcher BGO Industrial Real Estate Income Trust, Inc. May 25, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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 202-551-3585 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.
Show Raw Text
United States securities and exchange commission logo
May 25, 2023
Michael Glimcher
Chief Executive Officer
BGO Industrial Real Estate Income Trust, Inc.
399 Park Avenue
18th Floor
New York, NY 10022
Re:BGO Industrial Real Estate Income Trust, Inc.
Registration Statement on Form S-11
Filed May 12, 2022
File No. 333-271906
Dear Michael Glimcher:
We have reviewed your registration statement and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-11
How will your NAV be calculated?, page 14
1.We note your response to comment 1 and that you believe that the Fund Administrator’s
role is administrative. However, we note that this entity is a third party that you will be
relying on to provide you with your net asset value based on its calculations, and that you
will then provide this figure to investors. It therefore appears that you are relying upon
this entity's expertise to provide this calculation, that this entity is an expert, and therefore
consent is required. Please refer to Section 7(a) and Rule 436 of the Securities
Act and Securities Act Sections Compliance and Disclosure Interpretations 141.02.
FirstName LastNameMichael Glimcher
Comapany NameBGO Industrial Real Estate Income Trust, Inc.
May 25, 2023 Page 2
FirstName LastName
Michael Glimcher
BGO Industrial Real Estate Income Trust, Inc.
May 25, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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 202-551-3585 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.