Shelter Properties V Limited Partnership Inactive
Filed: 30 Nov 09, 12:00am
Shelter Properties V Limited Partnership
55 Beattie Place, P.O. Box 1089
Greenville, SC 29602
November 30, 2009
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3010
450 Fifth Street, NW
Washington, D.C. 20549
Attn: Ms. Jessica Barberich and Ms. Kristi Marrone
Re: Shelter Properties V Limited Partnership
Form 10-K for the year ended December 31, 2008
Forms 10-Q for the quarters ended March 31 and June 30, 2009
Ladies and Gentlemen:
This letter responds to the comments of the staff of the Securities and Exchange Commission (the “Staff”) addressed to the undersigned on behalf of Shelter Properties V Limited Partnership (the “Partnership”), in a letter dated November 13, 2009. The Partnership’s responses to the Staff’s comments are set forth below and are numbered to correspond to the numbering of the Staff’s comments in the Staff’s letter.
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Response: The Partnership Agreement provides for partners to receive distributions from the net proceeds of the sales of properties, the net proceeds from refinancing and net cash from operations, as those terms are defined in the Partnership Agreement. The Partnership Agreement also requires that the limited partners be furnished with a statement of net cash from operations. To satisfy this requirement, the Partnership has included the reconciliation of net cash provided by operating activities to net cash from operations as such term is defined in the Partnership Agreement and the related discussion of this non-GAAP measure in the Liquidity and Capital Resources section within Management’s Discussion and Analysis of Financial Condition and Results of Operations. In all future filings, the Partnership will revise the title of the non-GAAP liquidity measure from “Net cash used in operations” to “Net cash used in operations – (as defined in the Partnership Agreement).”
As requested by the Staff, the Partnership acknowledges that: (a) the Partnership is responsible for the adequacy and accuracy of the disclosure in the filings; (b) Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and (c) the Partnership may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have further questions regarding the information provided, please contact Stephen B. Waters, Senior Director, at (864) 239-1554 (phone) or (864) 239-5824 (facsimile).
Sincerely,
/s/ Stephen B. Waters
Stephen B. Waters
Senior Director
Shelter Realty V Corporation as the corporate general partner of Shelter Properties V Limited Partnership