Correspondence 0001193125-25-054896 from BlackRock Monticello Debt Real Estate Investment Trust (CIK 0002049595)
BlackRock Monticello Debt Real Estate Investment Trust (CIK 0002049595)
Date: March 14, 2025 · CIK: 0002049595 · Accession: 0001193125-25-054896
AI Filing Summary & Sentiment
File numbers found in text: 000-56720
Referenced dates: March 7, 2025
Letter
VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549
Re: BlackRock Monticello Debt Real Estate Investment Trust
Dear Ladies and Gentlemen:
On behalf of BlackRock Monticello Debt Real Estate Investment Trust (the “Company”), we hereby transmit via EDGAR to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement on Form 10-12G (the “Registration Statement”). The Company has prepared Amendment No. 2 to respond to the Staff’s comments in its letter dated March 7, 2025, relating to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure.
In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 2. Unless otherwise defined below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in Amendment No. 2. The responses and information described below are based upon information provided to us by the Company.
Amended Registration Statement on Form 10
Allocation of Investment Opportunities, page 30
1. We note your revisions in response to prior comment 3. Please clarify the reference to Blackrock’s Global Investment and Trading Allocation Policy and explain how this impacts the allocation of investments.
The Company has revised the disclosure on Page 30 in response to the Staff’s comments to clarify that, with respect to the Liquid Investments Portfolio, the BlackRock Advisor will make allocation decisions pursuant to its Global Investment and Trading Allocation Policy, pursuant to which the BlackRock Advisor will make allocation decisions having regard to such factors as investment objectives and guidelines, risk targets, existing portfolio characteristics, expected cash flows and available cash, and accounting for security-specific allocation procedures.
General
2. The registration statement indicates on page 22 in the Investment Company Act Considerations section that you intend to “treat most types of CMBS, non-qualifying subordinated financing, and any debt or equity securities issued by companies primarily engaged in real estate businesses and securities issued by pass-through entities of which substantially all of the assets consist of
Simpson Thacher & Bartlett LLP
Securities and Exchange Commission
- 2 -
March 14, 2025
qualifying assets and/or real estate-related assets as Real Estate-Related Interests” (emphasis added). Please revise the disclosure to clarify that any such debt or equity securities treated as Real Estate-Related Interests will be debt or equity securities in companies primarily engaged in the business of purchasing mortgages or other interests in real estate, or advise.
The Company has revised the disclosure on Page 22 in response to the Staff’s comments.
* * * * * * *
Please do not hesitate to call me at (202) 636-5924 with any questions or further comments regarding the Registration Statement or if you wish to discuss any of the above responses.
Very truly yours,
/s/ Daniel B. Honeycutt
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CORRESP 1 filename1.htm CORRESP Simpson Thacher & Bartlett LLP 425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502 March 14, 2025 VIA EDGAR Re: BlackRock Monticello Debt Real Estate Investment Trust Amendment No. 1 to Registration Statement on Form 10-12G Filed February 27, 2025 File No. 000-56720 Mr. Peter McPhun U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Dear Ladies and Gentlemen: On behalf of BlackRock Monticello Debt Real Estate Investment Trust (the “Company”), we hereby transmit via EDGAR to the staff (the “Staff”) of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Commission”) Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement on Form 10-12G (the “Registration Statement”). The Company has prepared Amendment No. 2 to respond to the Staff’s comments in its letter dated March 7, 2025, relating to the Registration Statement (the “Comment Letter”) and to otherwise update its disclosure. In addition, we are providing the following responses to the Comment Letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 2. Unless otherwise defined below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in Amendment No. 2. The responses and information described below are based upon information provided to us by the Company. Amended Registration Statement on Form 10 Allocation of Investment Opportunities, page 30 1. We note your revisions in response to prior comment 3. Please clarify the reference to Blackrock’s Global Investment and Trading Allocation Policy and explain how this impacts the allocation of investments. The Company has revised the disclosure on Page 30 in response to the Staff’s comments to clarify that, with respect to the Liquid Investments Portfolio, the BlackRock Advisor will make allocation decisions pursuant to its Global Investment and Trading Allocation Policy, pursuant to which the BlackRock Advisor will make allocation decisions having regard to such factors as investment objectives and guidelines, risk targets, existing portfolio characteristics, expected cash flows and available cash, and accounting for security-specific allocation procedures. General 2. The registration statement indicates on page 22 in the Investment Company Act Considerations section that you intend to “treat most types of CMBS, non-qualifying subordinated financing, and any debt or equity securities issued by companies primarily engaged in real estate businesses and securities issued by pass-through entities of which substantially all of the assets consist of Simpson Thacher & Bartlett LLP Securities and Exchange Commission - 2 - March 14, 2025 qualifying assets and/or real estate-related assets as Real Estate-Related Interests” (emphasis added). Please revise the disclosure to clarify that any such debt or equity securities treated as Real Estate-Related Interests will be debt or equity securities in companies primarily engaged in the business of purchasing mortgages or other interests in real estate, or advise. The Company has revised the disclosure on Page 22 in response to the Staff’s comments. * * * * * * * Please do not hesitate to call me at (202) 636-5924 with any questions or further comments regarding the Registration Statement or if you wish to discuss any of the above responses. Very truly yours, /s/ Daniel B. Honeycutt Daniel B. Honeycutt Cc: U.S. Securities and Exchange Commission Peter McPhun Kristina Marrone Ruairi Regan Dorrie Yale BlackRock Monticello Debt Real Estate Investment Trust Robert Karnes, President Alan G. Litt, Executive Vice President Robert J. Weiss, Secretary, General Counsel