SEC Comment Letter 0000000000-24-002099 to North Haven Net REIT (CIK 0001999784)
North Haven Net REIT (CIK 0001999784)
Date: Feb. 26, 2024 · CIK: 0001999784 · Accession: 0000000000-24-002099
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File numbers found in text: 000-56611
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United States securities and exchange commission logo
February 23, 2024
Douglas Armer
Chief Financial Officer and Head of Capital Markets
North Haven Net REIT
1585 Broadway, 33rd Floor
New York, NY 10036
Re:North Haven Net REIT
Amendment No. 1 to Registration Statement on Form 10
Filed December 26, 2023
Amendment No. 2 to Registration Statement on Form 10
Filed January 11, 2024
File No. 000-56611
Dear Douglas Armer:
We have reviewed your filings and have the following comments.
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.
Amendment No. 1 to Registration Statement on Form 10
Business, page 6
1.Please disclose the substance of your response to prior comment 5 that you are not able to
accurately provide an estimate of the amount you seek to raise in your continuous private
offering.
General
2.Refer to prior comment 2. It remains unclear how and when you will communicate the
prior month's NAV in connection with the repurchase plan. Please clarify.
FirstName LastNameDouglas Armer
Comapany NameNorth Haven Net REIT
February 23, 2024 Page 2
FirstName LastName
Douglas Armer
North Haven Net REIT
February 23, 2024
Page 2
Amendment No. 2 to Registration Statement on Form 10
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue, page 124
3.Please revise to disclose the intended use of the $28.8M draw on the warehouse funding
facility.
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 Paul Cline at 202-551-3851 or Wilson Lee at 202-551-3468 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ruairi Regan at 202-551-3269 or Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Daniel B. Honeycutt, Esq.