Strategic Student & Senior Housing Trust (STSR)
Filed: 8 Dec 22, 12:00am
| NELSON MULLINS RILEY & SCARBOROUGH LLP | |
| ATTORNEYS AND COUNSELORS AT LAW | ||
| Atlantic Station | ||
| 201 17th Street, NW | Suite 1700 | ||
| Erin Reeves McGinnis | Atlanta, GA 30363 | |
| T 404.322.6208 | T 404.322.6000 F 404.322.6050 | |
| erin.reevesmcginnis@nelsonmullins.com | nelsonmullins.com | |
December 8, 2022
VIA EDGAR
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
DIVISION OF CORPORATION FINANCE
OFFICE OF REAL ESTATE & CONSTRUCTION
Washington, D.C. 20549
| Re: | Strategic Student & Senior Housing Trust, Inc. (the “Issuer”) |
Form 10-K for the fiscal year ended December 31, 2021
Filed March 22, 2022
Form 10-Q for the quarterly period ended September 30, 2022
Filed November 10, 2022
File No. 333-220646
Dear Sir or Madam:
This letter is sent in response to your correspondence dated November 28, 2022 setting forth your comment to the Issuer’s Form 10-Q for the quarterly period ended September 30, 2022 (the “Form 10-Q”). We have reproduced your comment in italics and included our response below.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 39
| 1. | We note your disclosure that inflation and increases in interest rates continue to impact your operating expenses. Please disclose any known trends or uncertainties that have had or are reasonably likely to have a material impact on your cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by inflation and increases in interest rates. |
RESPONSE: In response to this comment, management of the Issuer believes that there are no known trends or uncertainties that are reasonably likely to have a material impact on the Issuer’s cash flows, liquidity, capital resources, cash requirements, financial position, or results of operations arising from, related to, or caused by inflation and increases in interest rates, which are not disclosed in the Form 10-Q. In this regard, as noted in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and Item 3 (Quantitative and Qualitative Disclosures About Market Risk) in the Form 10-Q, as of September 30, 2022, only approximately $26.5 million of the total $164.4 million of the Issuer’s debt is variable rate debt. In addition, at this point, management of the Issuer does not believe that there will be material increases in its overall operating expenses due to inflation. As we noted in the Results of Operations in the MD&A, the increase in operating expenses for the senior housing properties is primarily attributable to the increase in occupancy at these properties. However, management of the Issuer will continue to monitor impacts of inflation and interest rates and will provide appropriate disclosure of actual and anticipated material impacts in future quarterly reports on Form 10-Q and annual reports on Form 10-K. We request that you please clear this comment.
CALIFORNIA | COLORADO | DISTRICTOF COLUMBIA | FLORIDA | GEORGIA | MARYLAND | MASSACHUSETTS | NEW YORK
NORTH CAROLINA | SOUTH CAROLINA | TENNESSEE | WEST VIRGINIA
If you have any questions, or require any additional information or documents, please contact the undersigned (404.322.6208; erin.reevesmcginnis@nelsonmullins.com) or Mike Rafter (404.322.6627; mike.rafter@nelsonmullins.com).
| Sincerely, |
 |
| Erin Reeves McGinnis |