SEC Comment Letter 0000000000-23-007916 to Net Lease Office Properties (NLOP) (CIK 0001952976) (NLOP)
Net Lease Office Properties (NLOP) (CIK 0001952976)
Date: July 24, 2023 · CIK: 0001952976 · Accession: 0000000000-23-007916
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo July 24, 2023 Jason Fox Chief Executive Officer Net Lease Office Properties One Manhattan West, 395 9th Avenue, 58th Floor New York, New York 10001 Re:Net Lease Office Properties Amendment No. 1 to Draft Registration Statement on Form 10 Submitted June 23, 2023 CIK No. 0001952976 Dear Jason Fox: We have reviewed your amended draft 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 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 comment applies 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 this comment and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 11, 2022 letter. Revised Draft Registraton Statement on Form 10 The Separation and Distribution Agreement, page 54 1.We noted only minor revisions in response to prior comment 2, therefore we reissue the comment. We note your disclosure that the Separation and Distribution Agreement identifies the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of you and WPC as part of the Separation. Please expand your disclosure to identify and quantify the material liabilities and obligations to be allocated pursuant to your Separation and Distribution Agreement and related agreements. In addition, please revise to briefly describe these liabilities and obligations in the summary.
FirstName LastNameJason Fox Comapany NameNet Lease Office Properties July 24, 2023 Page 2 FirstName LastName Jason Fox Net Lease Office Properties July 24, 2023 Page 2 You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Darren Guttenberg, Esq.
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United States securities and exchange commission logo
July 24, 2023
Jason Fox
Chief Executive Officer
Net Lease Office Properties
One Manhattan West, 395 9th Avenue, 58th Floor
New York, New York 10001
Re:Net Lease Office Properties
Amendment No. 1 to
Draft Registration Statement on Form 10
Submitted June 23, 2023
CIK No. 0001952976
Dear Jason Fox:
We have reviewed your amended draft 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 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 comment applies 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 this comment and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
December 11, 2022 letter.
Revised Draft Registraton Statement on Form 10
The Separation and Distribution Agreement, page 54
1.We noted only minor revisions in response to prior comment 2, therefore we reissue the
comment. We note your disclosure that the Separation and Distribution Agreement
identifies the assets to be transferred, the liabilities to be assumed and the contracts to be
assigned to each of you and WPC as part of the Separation. Please expand your disclosure
to identify and quantify the material liabilities and obligations to be allocated pursuant to
your Separation and Distribution Agreement and related agreements. In addition, please
revise to briefly describe these liabilities and obligations in the summary.
FirstName LastNameJason Fox
Comapany NameNet Lease Office Properties
July 24, 2023 Page 2
FirstName LastName
Jason Fox
Net Lease Office Properties
July 24, 2023
Page 2
You may contact Jeffrey Lewis at 202-551-6216 or Robert Telewicz at 202-551-3438 if
you have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Darren Guttenberg, Esq.