SEC Comment Letter 0000000000-23-010902 to Net Lease Office Properties (NLOP) (CIK 0001952976) (NLOP)
Net Lease Office Properties (NLOP) (CIK 0001952976)
Date: Oct. 3, 2023 · CIK: 0001952976 · Accession: 0000000000-23-010902
AI Filing Summary & Sentiment
File numbers found in text: 001-41812
Referenced dates: December 11, 2022
Letter
United States securities and exchange commission logo October 3, 2023 Jason Fox Chief Executive Officer Net Lease Office Properties One Manhattan West, 395 9th Avenue, 58th Floor New York, NY 10001 Re:Net Lease Office Properties Registration Statement on Form 10 Filed September 21, 2023 File No. 001-41812 Dear Jason Fox: We have reviewed your filing 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 and any amendment you may file in response to this letter, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 11, 2022 letter. Registration Statement on Form 10 General 1.We refer to Comment 9 in our letter dated December 11, 2022. We note your disclosure on page 46 that the terms of your key agreements and the agreements related to your separation from WPC, including the separation and advisory agreements, may not reflect terms that would have resulted from arm’s length negotiations among unaffiliated third parties. Please revise the background, Certain Relationships or where appropriate to explain how it was decided to explore the separation of the office assets business into a newly created and separately traded public company. Include disclosures related to how the material terms of the spin-off were determined, including, but not limited to the ancillary agreements, and the amounts under the NLO Credit Facility that are expected to be distributed to WPC in accordance with the Separation and Distribution Agreement.
FirstName LastNameJason Fox Comapany NameNet Lease Office Properties October 3, 2023 Page 2 FirstName LastName Jason Fox Net Lease Office Properties October 3, 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. Please 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 Jeffrey Gabor at 202-551-2544 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
October 3, 2023
Jason Fox
Chief Executive Officer
Net Lease Office Properties
One Manhattan West, 395 9th Avenue, 58th Floor
New York, NY 10001
Re:Net Lease Office Properties
Registration Statement on Form 10
Filed September 21, 2023
File No. 001-41812
Dear Jason Fox:
We have reviewed your filing 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 and any amendment you may file in response to this letter,
we may have additional comments. Unless we note otherwise, our references to prior comments
are to comments in our December 11, 2022 letter.
Registration Statement on Form 10
General
1.We refer to Comment 9 in our letter dated December 11, 2022. We note your disclosure
on page 46 that the terms of your key agreements and the agreements related to
your separation from WPC, including the separation and advisory agreements, may not
reflect terms that would have resulted from arm’s length negotiations among unaffiliated
third parties. Please revise the background, Certain Relationships or where appropriate to
explain how it was decided to explore the separation of the office assets business into a
newly created and separately traded public company. Include disclosures related to how
the material terms of the spin-off were determined, including, but not limited to the
ancillary agreements, and the amounts under the NLO Credit Facility that are expected to
be distributed to WPC in accordance with the Separation and Distribution Agreement.
FirstName LastNameJason Fox
Comapany NameNet Lease Office Properties
October 3, 2023 Page 2
FirstName LastName
Jason Fox
Net Lease Office Properties
October 3, 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.
Please 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 Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Darren Guttenberg, Esq.