Correspondence 0001193125-24-008445 from Invesco Commercial Real Estate Finance Trust, Inc. (CIK 0001976927)
Invesco Commercial Real Estate Finance Trust, Inc. (CIK 0001976927)
Date: Jan. 16, 2024 · CIK: 0001976927 · Accession: 0001193125-24-008445
AI Filing Summary & Sentiment
File numbers found in text: 000-56564
Letter
November 27, 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.
Amendment No. 2 to Form 10-12G
Filed October 31, 2023
File No. 000-56564
Ladies and Gentlemen:
Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) is providing this letter in response to the comment letter, dated November 15, 2023, issued by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) relating to the Company’s Registration Statement on Form 10-12G, initially filed with the Commission on June 29, 2023. The Company seeks additional clarification regarding the Staff’s Comment Number 2, as set forth below. For convenience of reference, Comment Number 2 is reprinted below in italics, followed by the Company’s sought clarification.
Item 1. Business
Investment Objectives, page 10
2. We note your response to prior comment 7, which included a detailed discussion of your basis for not including separate audited financial statements of the underlying property for the $115.7 million loan. In addition, we note your revision to your filing that you have now invested $378,970,000 in six commercial real estate loans. Please address the following:
•
Please provide us with a detail, by loan, that includes the committed loan amount, principal balance, date upon which the company determined the investment in the loan to be probable, and origination/acquisition date. This information should be provided for every originated, acquired and probable loan.
•
For any such loans that exceed 20% of total assets as of the latest audited year-end balance sheet, please provide us with a detailed analysis of how you determined that there is undue hardship and impracticality with respect to obtaining financial statements of the properties securing these loans. Within your response, please tell us the placed in service date of the property underlying the loan. Your response should address each loan on an individual basis. Reference is made to SAB Topic 1I.
Response: We appreciate the Staff’s reference to SAB Topic 1I in Comment Number 2. In order to be best responsive to the Staff’s comment, we were hoping to obtain with more specificity which of these rules/guidance the Staff views as the foundation of the information requirement:
•
SAB Topic 1I: Question 1 or 2
•
FRM 2350
•
S-X Rule 3-14
•
S-X Rule 3-13
•
S-X Rule 3-09
* * * *
If you have any questions, please contact me at (972) 715-7400 or Brian Hirshberg at Mayer Brown LLP at (212) 506-2176.
Sincerely,
INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC.
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CORRESP 1 filename1.htm CORRESP November 27, 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. Amendment No. 2 to Form 10-12G Filed October 31, 2023 File No. 000-56564 Ladies and Gentlemen: Invesco Commercial Real Estate Finance Trust, Inc. (the “Company”) is providing this letter in response to the comment letter, dated November 15, 2023, issued by the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) relating to the Company’s Registration Statement on Form 10-12G, initially filed with the Commission on June 29, 2023. The Company seeks additional clarification regarding the Staff’s Comment Number 2, as set forth below. For convenience of reference, Comment Number 2 is reprinted below in italics, followed by the Company’s sought clarification. Item 1. Business Investment Objectives, page 10 2. We note your response to prior comment 7, which included a detailed discussion of your basis for not including separate audited financial statements of the underlying property for the $115.7 million loan. In addition, we note your revision to your filing that you have now invested $378,970,000 in six commercial real estate loans. Please address the following: • Please provide us with a detail, by loan, that includes the committed loan amount, principal balance, date upon which the company determined the investment in the loan to be probable, and origination/acquisition date. This information should be provided for every originated, acquired and probable loan. • For any such loans that exceed 20% of total assets as of the latest audited year-end balance sheet, please provide us with a detailed analysis of how you determined that there is undue hardship and impracticality with respect to obtaining financial statements of the properties securing these loans. Within your response, please tell us the placed in service date of the property underlying the loan. Your response should address each loan on an individual basis. Reference is made to SAB Topic 1I. Response: We appreciate the Staff’s reference to SAB Topic 1I in Comment Number 2. In order to be best responsive to the Staff’s comment, we were hoping to obtain with more specificity which of these rules/guidance the Staff views as the foundation of the information requirement: • SAB Topic 1I: Question 1 or 2 • FRM 2350 • S-X Rule 3-14 • S-X Rule 3-13 • S-X Rule 3-09 * * * * If you have any questions, please contact me at (972) 715-7400 or Brian Hirshberg at Mayer Brown LLP at (212) 506-2176. Sincerely, INVESCO COMMERCIAL REAL ESTATE FINANCE TRUST, INC. By: /s/ Hubert J. Crouch Name: Hubert J. Crouch Title: Chief Executive Officer cc: Wendy Dodson Gallegos, Esq., Mayer Brown LLP Brian Hirshberg, Esq., Mayer Brown LLP