SEC Comment Letter 0000000000-23-005246 to IPC Alternative Real Estate Income Trust, Inc. (CIK 0001959961)
IPC Alternative Real Estate Income Trust, Inc. (CIK 0001959961)
Date: May 16, 2023 · CIK: 0001959961 · Accession: 0000000000-23-005246
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo May 16, 2023 Keith D. Lampi Chief Executive Officer Inland Private Capital Alternative Assets Fund, LLC 2901 Butterfield Road Oak Brook, IL 60523 Re:Inland Private Capital Alternative Assets Fund, LLC Amendment No. 1 to Draft Registration Statement on Form S-11 Submitted May 2, 2023 CIK No. 0001959961 Dear Keith D. Lampi: 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. DRS/A Submitted on May 2, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 1.We note your response to prior comment number 4. Please further expand your response to highlight the Company's consideration of its related parties in its analysis subsequent to the initial contribution into the Operating Partnership such that you still are anticipating that the Company would not be considered the primary beneficiary of the Operating Partnership and that it would account for its interest under the equity method of accounting initially. In that regard, please tell us the Company's expected analysis under ASC 810-10-25-44 and its consideration of the different variable interests in its related
FirstName LastNameKeith D. Lampi Comapany NameInland Private Capital Alternative Assets Fund, LLC May 16, 2023 Page 2 FirstName LastName Keith D. Lampi Inland Private Capital Alternative Assets Fund, LLC May 16, 2023 Page 2 party group, given the involvement of various affiliates of the sponsor via the Business Management Agreement and additional agreement between the Operating Partnership and affiliate of the sponsor to manage other properties acquired by the Operating Partnership. Based on that guidance, if two or more related parties hold variable interests in the same VIE and as a group meet the conditions in ASC 810-10-25-38A, then the party within the related party group that is most closely associated with the VIE is the primary beneficiary. You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551- 3856 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551- 3713 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Robert H. Bergdolt
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United States securities and exchange commission logo
May 16, 2023
Keith D. Lampi
Chief Executive Officer
Inland Private Capital Alternative Assets Fund, LLC
2901 Butterfield Road
Oak Brook, IL 60523
Re:Inland Private Capital Alternative Assets Fund, LLC
Amendment No. 1 to
Draft Registration Statement on Form S-11
Submitted May 2, 2023
CIK No. 0001959961
Dear Keith D. Lampi:
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.
DRS/A Submitted on May 2, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
132
1.We note your response to prior comment number 4. Please further expand your response
to highlight the Company's consideration of its related parties in its analysis subsequent to
the initial contribution into the Operating Partnership such that you still are anticipating
that the Company would not be considered the primary beneficiary of the Operating
Partnership and that it would account for its interest under the equity method of
accounting initially. In that regard, please tell us the Company's expected analysis under
ASC 810-10-25-44 and its consideration of the different variable interests in its related
FirstName LastNameKeith D. Lampi
Comapany NameInland Private Capital Alternative Assets Fund, LLC
May 16, 2023 Page 2
FirstName LastName
Keith D. Lampi
Inland Private Capital Alternative Assets Fund, LLC
May 16, 2023
Page 2
party group, given the involvement of various affiliates of the sponsor via the Business
Management Agreement and additional agreement between the Operating Partnership and
affiliate of the sponsor to manage other properties acquired by the Operating
Partnership. Based on that guidance, if two or more related parties hold variable interests
in the same VIE and as a group meet the conditions in ASC 810-10-25-38A, then the party
within the related party group that is most closely associated with the VIE is the primary
beneficiary.
You may contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-
3713 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Robert H. Bergdolt