SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 August 25, 2023

VIA EDGAR

 Mr. Jeffrey Lewis

Ms. Jennifer Monick

 Mr. Kibum Park

Ms. Brigitte Lippmann

 Division of Corporation Finance

Office of Real Estate & Construction

 Securities and
Exchange Commission

 Washington, DC 20549

Re:
 Invesco Commercial Real Estate Finance Trust, Inc.

Form 10-12G

Filed June 29, 2023

File No. 000-56564

Ladies and Gentlemen:

 This letter sets forth
the response of Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) to the comment letter, dated July 26, 2023, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) relating to the Company’s Registration Statement on Form 10-12G initially filed with the Commission on June 29, 2023 (the “Registration Statement”).
For convenience of reference, the comments contained in the Staff’s letter are reprinted below in italics, followed by the Company’s responses. In addition, the Company is hereby filing Amendment No. 1 to the Registration Statement on
Form 10-12G (the “Amended Registration Statement”) with the Commission.

 General

1.
 Please include the disclosure required by Industry Guide 5, including prior performance tables, or advise.
For guidance, see Securities Act Release 33-6900 (June 17, 1991) and CF Disclosure Guidance: Topic No. 6.

Response: In connection with the preparation of the Registration Statement, the Company considered, among other things, the requirements
of (i) 17 CFR Chapter II Part 229 – Standard Instructions for Filing Forms under the Securities Act of 1933, the Securities Exchange Act of 1934 (the “Exchange Act”) and Energy Policy and Conservation Act of 1975 – Regulation S-K (“Regulation S-K”), including Regulation S-K Items 801 and 802 in particular; (ii) 17 CFR Chapter II Part 240 –
General Rules and Regulations, Securities Exchange Act of 1934, as required by the General Instructions on Form 10; (iii) 17 CFR Chapter II Part 241 – Interpretive Releases Related to the Securities Exchange Act of 1934 and General Rules and
Regulations Thereunder (“Part 241”), under which Release 33-6900 (defined below) can be found; and (iv) the applicability of Securities Act Release
33-6900 (June 17, 1991) (“Release 33-6900”), Industry Guide 5 (“Guide 5”) and CF Disclosure Guidance: Topic No.6. Following its review, the Company
concluded that it would be unnecessary and not

applicable for the Company to include additional disclosures under Guide 5, including any prior performance information, in the Registration Statement because the Company is not registering its
securities for sale under the Securities Act of 1933, as amended (the “Securities Act”), rather the Company is registering on Form 10 pursuant to Section 12(g) of the Exchange Act.

In reaching the conclusion that additional disclosures would be unnecessary and not applicable, the Company considered the framework of the
rules as set forth in Regulation S-K Items 801 and 802 in the context of Form 10. Item 801 applies only to registration statements under the Securities Act and requires that such registration statements
contain the information set forth in the applicable industry guide. Item 802 applies to registration statements under the Exchange Act. However, Guide 5 information is only required to be included for registrations under the Securities Act pursuant
to Item 801, not registrations under the Exchange Act pursuant to Item 802.

 The Company also notes that the Commission has specifically
extended the applicability of Securities Act Industry Guides to registrations for certain types of organizations under the Exchange Act Industry Guides, but the Commission has not done so with respect to Guide 5. In the Exchange Act Industry Guides,
Guide 3 and Guide 4 relate to the disclosures of bank holding companies and unpaid claims and claim adjustment expenses of property casualty underwriters, respectively, and specifically state that each guide applies to the business portion of
registration statements filed on Form 10. Neither Guide 3 nor Guide 4 apply to the Company, and there is no such corresponding requirement included for an Exchange Act Industry Guide 5, as applied to a real estate limited partnership or a real
estate investment trust.

 Release 33-6900 provides the Commission’s views concerning
disclosure requirements applicable to roll-up transactions and initial public offerings of units and other similar securities as amendments to 17 CFR Chapter II Part 231 – Interpretive Releases Relating
to the Securities Act of 1933 and General Rules and Regulations Thereunder (“Part 231”). Release 33-9600 also amends Part 241 with respect to NASD requirements for
roll-up transactions and matching services and crossing arrangements, as described therein, but not with respect to the applicability of Guide 5. As noted above, the Company is registering under the Exchange
Act and not the Securities Act; therefore, the additional considerations regarding registrations under the Securities Act are not applicable to the Company at this time.

With respect to the language of Release 33-6900, the Commission specifically extends the considerations
in Release 33-6900 to “the preparation of registration statements for real estate investment trusts” citing as it does Regulation S-K 801(e), wherein a Company
would be required to disclose the information required by Guide 5 in a registration statement under the Securities Act. As previously noted, neither Item 801 nor 802 would require the information in Guide 5 to be disclosed in the Registration
Statement. In addition, the Registration Statement does not relate to a roll-up transaction, the public offering of units or other similar securities or matching services and other crossing arrangements, so
the amendments of Part 231 and Part 241 pursuant to Release 33-6900 are not relevant in this case. Therefore, the Company does not believe that additional disclosures under Guide 5 are appropriate in the
Registration Statement.

2.
 We note that your primary investment strategy is to originate, acquire, and manage a diversified portfolio
of loans and debt-like preferred equity interests secured by, or unsecured but related to, commercial real estate. We also note that you intend to operate your business in a manner that will permit you to maintain an exemption from registration
under the Investment Company Act of 1940. Please provide us with a detailed legal analysis of the exemption that you and your subsidiaries intend to rely on and how your investment strategy will support that exemption.

Response: The Company intends to operate, directly and/or through wholly-owned, majority-owned or primarily controlled subsidiaries, so
that it and each of its subsidiaries is not required to register as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

Under Section 3(a)(1) of the 1940 Act, in relevant part, an issuer is not deemed to be an investment company if:

•

 it neither is, nor holds itself out as being, engaged primarily, nor proposes to engage primarily, in the
business of investing, reinvesting or trading in securities (the “Primarily Engaged Test”); and

•

 it neither is engaged nor proposes to engage in the business of investing, reinvesting, owning, holding or
trading in securities and does not own or propose to acquire “investment securities” having a value exceeding 40% of the value of its total assets (exclusive of “government securities” and cash items) on an unconsolidated basis
(the “40% Test”).

 The Company expects to conduct its businesses primarily through its subsidiaries. With
respect to the 40% Test, the Company expects that most of the entities through which it owns assets will be wholly-owned subsidiaries that are not themselves investment companies and are not relying on the exceptions from the definition of
investment company under Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

 With respect to the Primarily Engaged Test, the
Company does not intend to engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Rather, the Company expects to primarily hold interests in its subsidiaries, most of which
are expected to either not meet the threshold definition of investment company under Section 3(a)(1) or to qualify for an exception from the definition under the 1940 Act other than the two exceptions noted above (e.g., Section 3(c)(6) or
Section 3(c)(5)(C)). Accordingly, the Company will be primarily engaged in the non-investment company businesses of its subsidiaries.

If, however, the value of the interests in subsidiaries of the Company that the Company holds and that must rely on Section 3(c)(1) or
Section 3(c)(7) is greater than 40% of the value of the adjusted total assets of the Company (which is most likely to occur if such subsidiaries do not own a sufficient amount of qualifying real estate assets or real estate-related assets to
rely on Section 3(c)(5)(C) of the 1940 Act), then the Company will seek to rely on Section 3(c)(6) of the 1940 Act, which excludes from the definition of investment company any company primarily engaged, directly or through majority-owned
subsidiaries, in one or more of the businesses described in paragraphs (3), (4) and

(5) of Section 3(c), or in one or more such businesses (from which not less than 25% of such company’s gross income during its last fiscal year was derived) together with an additional
business or businesses other than investing, reinvesting, owning, holding or trading in securities. In this case, the Company would be “primarily engaged,” through wholly-owned and majority-owned subsidiaries, in the business of purchasing
or otherwise acquiring mortgages and other interests in real estate. Although the Staff have issued little interpretive guidance regarding Section 3(c)(6), we believe that the Company and relevant subsidiaries may rely on Section 3(c)(6)
if 55% of the assets of the relevant entity consist of, and at least 55% of the income of the relevant entity is derived from, qualifying real estate assets owned by its wholly-owned or majority-owned subsidiaries.

The Company expects that most of its subsidiaries will be able to rely on Section 3(c)(5)(C) (or 3(c)(6), as discussed above) of the 1940
Act for an exception from the definition of an investment company. Section 3(c)(5)(C) generally provides that any person not engaged in the business of issuing redeemable securities and who is primarily engaged in the business of purchasing or
otherwise acquiring mortgages and other liens on and interests in real estate is excepted from the definition of investment company. Based on Staff no-action letters, Section 3(c)(5)(C) generally requires
that an issuer maintain at least 55% of its assets in “mortgages and other liens on and interests in real estate” (“qualifying real estate assets”) and at least 80% of its assets in qualifying real estate assets or real
estate-related assets. No more than 20% of the value of its assets may be assets (“miscellaneous assets”) other than qualifying real estate assets and real estate-related assets.

The Company expects that each of its subsidiaries that seek to rely on Section 3(c)(5)(C) will invest at least 55% of its assets in
qualifying real estate assets, and approximately an additional 25% of its assets in qualifying real estate assets and/or other types of real estate-related assets (“Mortgage Subsidiaries”). In addition, none of the Mortgage Subsidiaries
expects to issue currently redeemable securities, face-amount certificates of the installment type or periodic payment plan certificates, as those terms are defined in the 1940 Act. The Company expects to limit the investments that the Mortgage
Subsidiaries make, directly or indirectly, in assets that are not qualifying real estate assets and in assets that are not real estate-related assets.

Below is further detail regarding how potential investments of the subsidiaries of the Company will be treated for purposes of the exclusions
provided by Sections 3(c)(5)(C) and 3(c)(6), in each case consistent with relevant Staff guidance:

 First and Second Mortgage Loans.
A first mortgage loan will be treated as a qualifying real estate asset, as long as the loan is “fully secured” by real estate at the time of acquisition or origination by the subsidiary. Likewise, mortgage loans that are junior to a
mortgage owned by another lender, or second mortgages, will be treated as qualifying real estate assets if the real property fully secures the second mortgage. The Company will treat loans with loan-to-value ratios in excess of 100% to be real estate-related assets if the real estate securing the loan has an value of 55% of the fair market value of the loan on the date of acquisition or origination.

 Mezzanine Loans. Real estate loans secured by 100% of the equity securities of a special purpose entity that owns real estate, or
mezzanine loans, will be treated as qualifying real estate assets so long as they are structured as “Tier 1” mezzanine loans in accordance

with the relevant Staff no-action letter (e.g., the loan is made specifically and exclusively for the financing of real estate; the loan is underwritten
based on the same considerations as a second mortgage and after the lender performs a hands-on analysis of the property being financed; the subsidiary as lender exercises ongoing control rights over the
management of the underlying property to the same extent as is customary by holders of a second mortgage; the subsidiary as lender has the right to readily cure defaults or purchase the mortgage loan in the event of a default on the mortgage loan;
the true measure of the collateral securing the loan is the property being financed and any incidental assets related to the ownership of the property; and the subsidiary as lender has the right to foreclose on the collateral and, through its
ownership of the property-owning entity, become the owner of the underlying property).

 Participations. A participation interest in
a loan will be treated as a qualifying real estate asset only if the interest is a participation in a whole mortgage loan, such as an A-Note or a B-Note, that meets the
applicable criteria set forth in the relevant Staff no-action letter (e.g., he note is a participation interest in a mortgage loan that is fully secured by real property; the subsidiary as note holder has the
right to receive its proportionate share of the interest and the principal payments made on the mortgage loan by the borrower, and the subsidiary’s returns on the note are based on such payments; the subsidiary invests in notes only after
performing the same type of due diligence and credit underwriting procedures that it would perform if it were underwriting the underlying mortgage loan; the subsidiary as note holder has approval rights in connection with any material decisions
pertaining to the administration and servicing of the mortgage loan and with respect to any material modification to the mortgage loan agreements; and in the event that the mortgage loan becomes
non-performing, the subsidiary as note holder has effective control over the remedies relating to the enforcement of the mortgage loan, including ultimate control of the foreclosure process, by having the
right to: (a) appoint the special servicer to manage the resolution of the loan; (b) advise, direct or approve the actions of the special servicer; (c) terminate the special servicer at any time without cause; (d) cure the
default so that the mortgage loan is no longer non-performing; and (e) with respect to a B-Note, purchase the A-Note at par
plus accrued interest, thereby acquiring the entire mortgage loan). If these conditions are not met, the Company may treat the note as a real estate-related asset or as a miscellaneous asset depending upon