SecProbe.io

United States securities and exchange commission logo
January 11, 2024
Deric Eubanks
President
Stirling Hotels & Resorts, Inc.
14185 Dallas Parkway, Suite 1200
Dallas, TX 75254
Re:Stirling Hotels & Resorts, Inc.
Registration Statement on Form 10-12G
Filed December 15, 2023
File No. 000-56623
Dear Deric Eubanks:
            We have reviewed your filing 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.
Registration Statement on Form 10-12G
Cautionary Note Regarding Forward-Looking Statements, page i
1.We note your statement that forward-looking statements "include all statements that
are not historical facts." This definition of forward-looking statements is overly broad.
Please revise accordingly.
Item 1. Business, page 3
2.Please revise here and under the heading "Initial Investment Portfolio" on page 24 to
identify the independent third-party who appraised the Initial Portfolio. Please also
explain if you or your Advisor took any steps in the valuation of the portfolio and who is
responsible for the determination of the appraised value.
Ownership Structure, page 10
3.Please revise the ownership structure chart on page 11, or advise, to address the following:
•Clarify the nature of the relationship between each of the entities depicted by

 FirstName LastNameDeric Eubanks
 Comapany NameStirling Hotels & Resorts, Inc.
 January 11, 2024 Page 2
 FirstName LastNameDeric Eubanks
Stirling Hotels & Resorts, Inc.
January 11, 2024
Page 2
explaining each type of interest and adding footnotes or a legend to define the
meaning of each of the line styles used. Add to the diagram by identifying, where
applicable, the defined terms used for any entity (e.g. identify which of the entities is
also referenced as the "Advisor").
•Specify the ownership percentages of each of the partners of Stirling REIT OP, LP
(the Operating Partnership).
•Reconcile the disclosure here with your disclosure elsewhere regarding which entities
constitute the Anchor Investor.
•Reconcile the disclosure here with your disclosure on page 84 regarding which
entities are limited partners of the Operating Partnership.
•Reconcile the disclosure here with your disclosure on pages F-6 and F-10, which
indicates that you do not own any economic interest in the Operating Partnership.
Also, we note that the chart indicates that you are only held by investors. To the extent
appropriate, please revise to explain how any ownership of the Operating Partnership
impacts the holdings of your other shareholders.
Management Fee and Expense Reimbursements, page 14
4.To the extent any fees have been paid to the Advisor, please include a table of the fees
paid or, if not, fees accrued through December 31, 2023. Additionally, please provide a
hypothetical demonstrating how the Special Limited Partner performance participation
allocation will be determined. Please also update your disclosure in the Certain
Relationships and Related Transactions, and Director Independence section as
appropriate.
5.Please revise to disclose, if true, that the Special Limited Partner is entitled to receive
compensation under the performance participation allocation for a given year even if
stockholders who purchased shares during such year experienced a decline in NAV per
share.
Fees Paid to the Advisor and its Affiliates
Organization and Offering Expense Reimbursement, page 14
6.Please revise to disclose, as of the most recent practicable date, all organization and
offering expenses advanced by the Advisor on behalf of the company. In this regard, we
note your financial statement disclosure that as of November 30, 2023, the Advisor and its
affiliates have incurred $1.6 million of organization and offering expenses on behalf of the
company. Please similarly revise the Certain Relationships and Related Transactions, and
Director Independence section. Refer to Item 404 of Regulation S-K.
Item 3. Properties
Leases, page 34
7.Please revise to disclose the material terms of these percentage leases and to explain how
any base rent is determined (e.g., based on market rates for similar properties).

 FirstName LastNameDeric Eubanks
 Comapany NameStirling Hotels & Resorts, Inc.
 January 11, 2024 Page 3
 FirstName LastName
Deric Eubanks
Stirling Hotels & Resorts, Inc.
January 11, 2024
Page 3
Item 7. Certain Relationships and Related Transactions. . .
Other Activities by Ashford and its Affiliates, page 48
8.Please revise to define "select-service hotel assets," and "upper upscale chain
scales," including with reference to your current portfolio. Also revise to explain the term
"primary access," including by clarifying whether by such term you mean you have
exclusive access, as you indicate on page 57. To the extent Other Ashford Accounts may
also have the same hotel investment opportunities as you for select-service hotel assets
and full-service hotels that are not luxury or upper upscale chains, disclose the amounts
that Other Ashford Accounts have available for investment in such properties. We also
note that you include a cross-reference to a risk factor discussion of not being allocated
certain opportunities which is not included. Please revise to disclose such information.
Share Repurchase Plan, page 75
9.Please be advised that you are responsible for analyzing the applicability of the
tender offer rules, including Rule 13e-4 and Regulation 14E, to your share repurchase
plan. We urge you to consider all the elements of your share repurchase plan in
determining whether the plan is consistent with relief granted by the Division of
Corporation Finance in prior no action letters. To the extent you are relying on Blackstone
Real Estate Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN
REIT, Inc. (Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter dated
April 26, 2017), or Black Creek Diversified Property Fund Inc. (Letter dated September 1,
2017) please provide us with an analysis as to how your program is consistent with such
relief. To the extent you have questions as to whether the plan is entirely consistent with
the relief previously granted by the Division of Corporation Finance, you may contact the
Division’s Office of Mergers and Acquisitions at 202-551-3440.
10.We note that you may conduct the share repurchase program during the offering period
of your continuing private placement offering. Please be advised that you are
responsible for analyzing the applicability of Regulation M to your share repurchase plan.
We urge you to consider all the elements of your share repurchase plan in determining
whether the plan is consistent with the class relief granted by the Division of Market
Regulation in the class exemptive letter granted Alston & Bird LLP dated October 22,
2007. To the extent you have questions as to whether the plan is entirely consistent with
that class exemption you may contact the Division of Trading and Markets at 202-551-
5777.
Summary of Our Operating Partnership Agreement, page 84
11.Please revise to disclose the material terms and provisions of the partnership agreement,
as applicable, regarding allocations, redemption and conversion rights, distributions, and
amendments.

 FirstName LastNameDeric Eubanks
 Comapany NameStirling Hotels & Resorts, Inc.
 January 11, 2024 Page 4
 FirstName LastName
Deric Eubanks
Stirling Hotels & Resorts, Inc.
January 11, 2024
Page 4
Unaudited Pro Forma Combined Consolidated Balance Sheet, page F-3
12.We note your adjustments C and D to the pro forma combined consolidated balance sheet
as of September 30, 2023. Please tell us how you determined it was appropriate to
recognize the acquisition of the four hotel properties at fair value.
13.Please include a description of the features of the redeemable noncontrolling interest in
operating partnership that result in its presentation outside of permanent equity.
General
14.Because the company has limited operating history and is dependent on Ashford and its
affiliates, please include disclosure comparable to that required by Industry Guide 5,
including prior performance tables for programs with similar investment objectives, or
advise why such disclosure would not be material to investors. For guidance, see CF
Disclosure Guidance: Topic No. 6.
15.Please revise, where appropriate, to identify the legal entities comprising the Other
Ashford Accounts or otherwise explain the term.
16.We note your use of periodic NAV pricing for both your offerings and share
repurchase plan. Please clarify how you will communicate your NAV price changes.
Please provide us, on a supplemental basis, with your template for future NAV
disclosures. Additionally, if there is a significant difference between the previous period
price and the price at which you would issue shares to a new investor, clarify whether
investors would have an opportunity to rescind their subscription.
17.We note that in December 2023 you commenced a private offering in reliance on Section
4(a)(2) and Regulation D of the Securities Act of 1933. It appears that you have not filed a
Form D. Please advise.
18.Please note that your registration statement becomes effective automatically 60 days
after its initial filing. You will then be subject to the reporting requirements of the
Exchange Act of 1934 even if comments remain outstanding. In that case, please consider
withdrawing the Form 10 before it becomes effective automatically and submitting a new
registration statement when you respond to our comments.

 FirstName LastNameDeric Eubanks
 Comapany NameStirling Hotels & Resorts, Inc.
 January 11, 2024 Page 5
 FirstName LastName
Deric Eubanks
Stirling Hotels & Resorts, Inc.
January 11, 2024
Page 5
            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 Eric McPhee at 202-551-3693 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Dorrie Yale at 202-551-8776 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Laura K. Sirianni