SEC Comment Letter 0000000000-23-006258 to Blue Owl Real Estate Net Lease Trust (CIK 0001944366)
Blue Owl Real Estate Net Lease Trust (CIK 0001944366)
Date: June 9, 2023 · CIK: 0001944366 · Accession: 0000000000-23-006258
AI Filing Summary & Sentiment
File numbers found in text: 000-56536
Show Raw Text
United States securities and exchange commission logo
June 9, 2023
Kevin Halleran
Chief Financial Officer
Oak Street Net Lease Trust
30 N. LaSalle St., Suite 4140
Chicago, IL 60602
Re:Oak Street Net Lease Trust
Amendment No. 1 to Registration Statement on Form 10-12G
Filed May 16, 2023
File No. 000-56536
Dear Kevin Halleran:
We have reviewed your amendment 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments. Unless we note otherwise, our references to prior
comments are to comments in our May 2, 2023 letter.
Amendment 1 to Form 10
Item 1. Business
Compensation of the Adviser, page 15
1.We note your response to comment 6 of our letter. Please revise this section to provide a
table of each fee accrued through March 31, 2023.
Allocation of Investment Opportunities, page 24
2.We note your response to comment 7 of our letter, including your statement that Other
Blue Owl Accounts have priority over you to invest in properties with certain long term
net leases to investment grade tenants, and that one Other Blue Owl Account has priority
over you in terms of net leases to non-investment grade tenants. Please quantify the
number of other entities with which you will have conflicts with. Additionally, please
FirstName LastNameKevin Halleran
Comapany NameOak Street Net Lease Trust
June 9, 2023 Page 2
FirstName LastNameKevin Halleran
Oak Street Net Lease Trust
June 9, 2023
Page 2
quantify the number of entities that will have priority over you for investments and
disclose the amounts that Other Blue Owl Accounts have available for investment in
properties with investment grade tenants, and separately, with respect to the one Other
Blue Own Account, in properties with non-investment grade tenants.
Share Repurchase Plan, page 25
3.We note your response to comment 9 and that shareholders will not be able to withdraw
their request once they have been notified of the price at which their shares will be
repurchased. Please add risk factor disclosure to address the impact on shareholders who
request repurchase without knowing the price at which the shares will be repurchased and
without being able to withdraw the request. For example, please disclose that if a
significant number of holders request redemption, this could incentivize you to engage in
activities that could reduce the price at which such shares would be repurchased. Further,
please disclose that the price which a shareholder could receive may be significantly less
than they anticipate.
Investment Portfolio, page 107
4.We note your response to comment 12. Please revise the tables on page 108 to provide
similar disclosure in a footnote.
Item 7. Certain Relationships and Related Transactions, and Director Independence, page 140
5.We acknowledge your revised disclosures in response to comment 19, including that you
recognized $4.2 million of performance participation allocation expense from inception to
December 31, 2022. We note your statement that this fee is paid quarterly in operating
partnership units, shares, or cash. Please revise to clarify how this amount was paid.
Item 13. Financial Statements and Supplementary Data
Condensed Consolidated Financial Statements of Oak Street Net Lease Trust
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Investments in Unconsolidated Real Estate Affiliates, page F-14
6.We note your response to prior comment 22 as well as the updated interim disclosure
herein highlighting the aggregate investment amount and remaining purchase obligation
of Ivory OSREC OS Aggregator LLC ("OS Aggregator") in STORE Capital, LLC
("STORE"). Consistent with your response, please amend to provide disclosure
pertaining specifically to your investment percentage totaling 2.55% as of March 31,
2023, as well as any remaining purchase obligation you are obligated to provide to OS
Aggregator for its aggregated investment in STORE.
General
7.We note your response to comment 24. Please revise your disclosure to disclose how you
will comply with the Investment Company Act.
FirstName LastNameKevin Halleran
Comapany NameOak Street Net Lease Trust
June 9, 2023 Page 3
FirstName LastName
Kevin Halleran
Oak Street Net Lease Trust
June 9, 2023
Page 3
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.
You may contact Mark Rakip at 202-551-3573 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Benjamin Wells, Esq.