SEC Comment Letter 0000000000-24-012133 to Principal Credit Real Estate Income Trust (CIK 0002026448)
Principal Credit Real Estate Income Trust (CIK 0002026448)
Date: Oct. 31, 2024 · CIK: 0002026448 · Accession: 0000000000-24-012133
AI Filing Summary & Sentiment
File numbers found in text: 000-56670
Letter
October 31, 2024 Brian Riley Chief Financial Officer Principal Credit Real Estate Income Trust 711 High Street Des Moines, IA 50392 Re:Principal Credit Real Estate Income Trust Post-Effective Amendment No.1 to Registration Statement on Form 10-12G Filed October 7, 2024 File No. 000-56670 Dear Brian Riley: 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 to this letter, we may have additional comments. Post Effective Amendment No.1 to Registration Statement on Form 10 Item 1. Business Investment Company Act Considerations, page 15 1.Please expand your disclosure under Investment Company Act Considerations to address more fully the issues highlighted in your Investment Company Act risk factor disclosure on page 91, including your adherence to certain staff guidance under Section 3(c)(5)(C) and your proposed treatment of certain joint venture interests. Item 1A. Risk Factors, page 58 2.We note your statement “ Generally, we expect the level of control we have with respect to any joint venture will correspond to our economic interest in such joint venture. We will not participate in joint ventures in which we do not have or share control to the extent that we believe such participation would potentially threaten our status as a non-investment company exempt from the Investment Company Act.” (emphasis added). Please revise to provide a more definitive statement.
October 31, 2024 Page 2 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 Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Daniel B. Honeycutt
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October 31, 2024
Brian Riley
Chief Financial Officer
Principal Credit Real Estate Income Trust
711 High Street
Des Moines, IA 50392
Re:Principal Credit Real Estate Income Trust
Post-Effective Amendment No.1 to Registration Statement on Form 10-12G
Filed October 7, 2024
File No. 000-56670
Dear Brian Riley:
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 to this letter, we may have additional comments.
Post Effective Amendment No.1 to Registration Statement on Form 10
Item 1. Business
Investment Company Act Considerations, page 15
1.Please expand your disclosure under Investment Company Act Considerations to
address more fully the issues highlighted in your Investment Company Act risk factor
disclosure on page 91, including your adherence to certain staff guidance under
Section 3(c)(5)(C) and your proposed treatment of certain joint venture interests.
Item 1A. Risk Factors, page 58
2.We note your statement “ Generally, we expect the level of control we have with
respect to any joint venture will correspond to our economic interest in such joint
venture. We will not participate in joint ventures in which we do not have or share
control to the extent that we believe such participation would potentially threaten our
status as a non-investment company exempt from the Investment Company Act.”
(emphasis added). Please revise to provide a more definitive statement.
October 31, 2024
Page 2
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 Babette Cooper at 202-551-3396 or Mark Rakip at 202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Daniel B. Honeycutt