SEC Comment Letter 0000000000-24-012411 to Blue Owl Real Estate Net Lease Trust (CIK 0001944366)
Blue Owl Real Estate Net Lease Trust (CIK 0001944366)
Date: Nov. 7, 2024 · CIK: 0001944366 · Accession: 0000000000-24-012411
AI Filing Summary & Sentiment
File numbers found in text: 000-56536
Letter
November 7, 2024 Kevin Halleran Chief Financial Officer Blue Owl Real Estate Net Lease Trust 30 N. LaSalle St., Suite 4140 Chicago, IL 60602 Re:Blue Owl Real Estate Net Lease Trust Form 10-K for the year ended December 31, 2023 File No. 000-56536 Dear Kevin Halleran: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the year ended December 31, 2023 6. DST Program, page F-25 1.Please elaborate on your accounting for sales of interests in DSTs holding DST properties. Your response should identify any GAAP literature relied upon and address, but not be limited to, the following: •Please tell us how you account for payments made under the master lease to the DST. •We note that you are accounting for the sale of interests as failed-sale leaseback transactions due to the fair market value purchase option retained by NLT OP. Please tell us how that accounting will be impacted by the expiration of the purchase option. •Please tell us how your accounting will be impacted if you determine it is probable that you will exercise you FMV Buyback Option with regards to the interests in a given DST. In closing, we remind you that the company and its management are responsible for
November 7, 2024 Page 2 the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction
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November 7, 2024
Kevin Halleran
Chief Financial Officer
Blue Owl Real Estate Net Lease Trust
30 N. LaSalle St., Suite 4140
Chicago, IL 60602
Re:Blue Owl Real Estate Net Lease Trust
Form 10-K for the year ended December 31, 2023
File No. 000-56536
Dear Kevin Halleran:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the year ended December 31, 2023
6. DST Program, page F-25
1.Please elaborate on your accounting for sales of interests in DSTs holding DST
properties. Your response should identify any GAAP literature relied upon and
address, but not be limited to, the following:
•Please tell us how you account for payments made under the master lease to the
DST.
•We note that you are accounting for the sale of interests as failed-sale
leaseback transactions due to the fair market value purchase option retained by
NLT OP. Please tell us how that accounting will be impacted by the expiration of
the purchase option.
•Please tell us how your accounting will be impacted if you determine it is
probable that you will exercise you FMV Buyback Option with regards to the
interests in a given DST.
In closing, we remind you that the company and its management are responsible for
November 7, 2024
Page 2
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction