SEC Comment Letter 0000000000-23-009746 to Net Lease Office Properties (NLOP) (CIK 0001952976) (NLOP)
Net Lease Office Properties (NLOP) (CIK 0001952976)
Date: Sept. 1, 2023 · CIK: 0001952976 · Accession: 0000000000-23-009746
AI Filing Summary & Sentiment
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United States securities and exchange commission logo September 1, 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. 2 to Draft Registration Statement on Form 10 Submitted August 14, 2023 CIK No. 0001952976 Dear Jason Fox: We have reviewed your filing 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. Amended Draft Registration Statement Submitted August 14, 2023 Information Statement Summary, page 1 1.Refer to prior comment 1. 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 revise to briefly describe the liabilities and obligations in the summary. Liquidity and Capital Resources, page 98 2.We note your revised plans to finance the NLO business using a combination of a term loan and non-convertible preferred stock. Please disclose the material terms of these financing arrangements and file the forms of documents setting forth their terms as exhibits. As examples of terms to be disclosed, please clarify amounts available, related
FirstName LastNameJason Fox Comapany NameNet Lease Office Properties September 1, 2023 Page 2 FirstName LastName Jason Fox Net Lease Office Properties September 1, 2023 Page 2 interest rates, maturity dates, collateral requirements (if any), and any other material terms. Also, discuss the extent to which financial covenants may restrict your ability to incur additional debt to finance uses in the next 12 months, if applicable. 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 Jeffrey Lewis at 202-551-6216 or Bob 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
September 1, 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. 2 to
Draft Registration Statement on Form 10
Submitted August 14, 2023
CIK No. 0001952976
Dear Jason Fox:
We have reviewed your filing 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.
Amended Draft Registration Statement Submitted August 14, 2023
Information Statement Summary, page 1
1.Refer to prior comment 1. 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 revise
to briefly describe the liabilities and obligations in the summary.
Liquidity and Capital Resources, page 98
2.We note your revised plans to finance the NLO business using a combination of a term
loan and non-convertible preferred stock. Please disclose the material terms of these
financing arrangements and file the forms of documents setting forth their terms as
exhibits. As examples of terms to be disclosed, please clarify amounts available, related
FirstName LastNameJason Fox
Comapany NameNet Lease Office Properties
September 1, 2023 Page 2
FirstName LastName
Jason Fox
Net Lease Office Properties
September 1, 2023
Page 2
interest rates, maturity dates, collateral requirements (if any), and any other material
terms. Also, discuss the extent to which financial covenants may restrict your ability to
incur additional debt to finance uses in the next 12 months, if applicable.
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 Jeffrey Lewis at 202-551-6216 or Bob 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.