SEC Comment Letter 0000000000-23-007378 to Brookwood Fenton Investments LLC (CIK 0001976570)
Brookwood Fenton Investments LLC (CIK 0001976570)
Date: July 11, 2023 · CIK: 0001976570 · Accession: 0000000000-23-007378
AI Filing Summary & Sentiment
File numbers found in text: 024-12278
Letter
United States securities and exchange commission logo July 11, 2023 Christopher Garner Chief Executive Officer Brookwood Fenton Investments LLC 23944 Eureka Rd., Suite 107 Taylor, Michigan 48180 Re:Brookwood Fenton Investments LLC Offering Statement on Form 1-A Pre-Qualification Amendment No. 1 Filed June 30, 2023 File No. 024-12278 Dear Christopher Garner: We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our June 27, 2023 letter. Pre-Qualification Amendment No. 1 filed June 30, 2023 General 1.We note your response to comment 2, including the statement on page 26 of your offering circular that Sections 19.8 and 19.9 of the operating agreement do not apply to claims under the U.S. federal securities laws. Please revise or advise to reconcile this disclosure with Section 19.9.17 of the operating agreement, "Waiver of Court & Jury Rights," which includes claims under the U.S. federal securities laws.
Additionally, please revise the risk factor on page 6 of your offering circular, "The Company’s Operating Agreement requires many disputes to be settled through mandatory
FirstName LastNameChristopher Garner Comapany NameBrookwood Fenton Investments LLC July 11, 2023 Page 2 FirstName LastName Christopher Garner Brookwood Fenton Investments LLC July 11, 2023 Page 2 mediation or arbitration," to discuss any uncertainty about the enforceability of the mandatory mediation and arbitration provisions. 2.We note your response to comment 3. Please revise the risk factor on page 6 of your offering circular, "The Company’s Operating Agreement mandates an exclusive forum for any dispute relating to the Operating Agreement," to discuss any uncertainty about the enforceability of the choice of venue provision. Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Nicholas Antaki
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United States securities and exchange commission logo
July 11, 2023
Christopher Garner
Chief Executive Officer
Brookwood Fenton Investments LLC
23944 Eureka Rd., Suite 107
Taylor, Michigan 48180
Re:Brookwood Fenton Investments LLC
Offering Statement on Form 1-A
Pre-Qualification Amendment No. 1
Filed June 30, 2023
File No. 024-12278
Dear Christopher Garner:
We have reviewed your amended offering statement 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 this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our June 27, 2023 letter.
Pre-Qualification Amendment No. 1 filed June 30, 2023
General
1.We note your response to comment 2, including the statement on page 26 of your offering
circular that Sections 19.8 and 19.9 of the operating agreement do not apply to claims
under the U.S. federal securities laws. Please revise or advise to reconcile this disclosure
with Section 19.9.17 of the operating agreement, "Waiver of Court & Jury Rights," which
includes claims under the U.S. federal securities laws.
Additionally, please revise the risk factor on page 6 of your offering circular, "The
Company’s Operating Agreement requires many disputes to be settled through mandatory
FirstName LastNameChristopher Garner
Comapany NameBrookwood Fenton Investments LLC
July 11, 2023 Page 2
FirstName LastName
Christopher Garner
Brookwood Fenton Investments LLC
July 11, 2023
Page 2
mediation or arbitration," to discuss any uncertainty about the enforceability of the
mandatory mediation and arbitration provisions.
2.We note your response to comment 3. Please revise the risk factor on page 6 of your
offering circular, "The Company’s Operating Agreement mandates an exclusive forum for
any dispute relating to the Operating Agreement," to discuss any uncertainty about the
enforceability of the choice of venue provision.
Please contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Nicholas Antaki