| | | Florida 33602 Florida 33601-3913 |
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| | 1801 N. Highland Avenue Tampa, Florida 33602 (813) 224-9255 (813) 223-9620 www.bushross.com Mailing Address: Post Office Box 3913 Tampa, Florida 33601-3913 |
January 23, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Mail Stop 4720
Washington, DC 20549
Attn: Robert Arzonetti or Tonya K. Aldave
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RE: | Ministry Partners Investment Company, LLC Post-Effective Amendment No. 3 to Registration Statement on Form S-1 filed December 29, 2022 |
| File No. 333-250027 |
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, Ministry Partners Investment Company, LLC (the “Company”), as a follow up to our previous telephone conference regarding certain questions raised in connection with the comment letter sent by the SEC to the Company on January 12, 2023.
We are providing an additional response to the following two items:
1. | Contingent Liability Disclosure Regarding Potential Rescission Offer. |
The Company has evaluated potential rescission claims that could be made arising in connection with certain sales of the Company’s 2021 Class A Notes. Based upon that review, we believe that the amount of these contingent liabilities is approximately $12.7 million. Of this amount, we believe that 85% of this total was sold to experienced and sophisticated investors that had a close and pre-existing relationship with the Company. For the remaining Notes subject to potential rescission offer liabilities, the Company has examined a number of factors when assessing the materiality of the failure to include sufficient forward incorporation by reference language in its prospectus. Given the relationship established by the Company with its investors,
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the efforts made by the Company to ensure that each investor was provided access to the Company’s most recent Form 10-K and recent financial statements furnished under Form 10-Q on its website, the identities of, investment profiles and sophistication of the investors that purchased notes during the relevant period when stale financial statements may have been furnished to investors, we believe that the Company’s contingent liabilities for rescission, if any, will be materially insignificant.
Accordingly, we are enclosing with this correspondence a revised risk factor that will replace the risk factor located on page 24 of the Company’s Post-Effective Amendment No. 3 to its Registration Statement filed on Form S-1. We anticipate filing a new post-effective amendment early next week.
2.Recent Sales of Unregistered Securities.
We have also enclosed a revised table for the recent sales of unregistered securities made by the Company after the effective date of the Company’s Prospectus dated January 8, 2021. Please note that we have included an additional column in these tables to indicate the type of investor who purchased these notes, included additional disclosure as to whether the investor was an accredited or non-accredited investor, and provided further disclosure regarding whether the investor was a religious organization, school or church. For sales made to individuals, we have included a column indicating whether the investment was made on behalf of a trust, IRA or made in an individual capacity. We will also include this revised table in the post-effective amendment we intend to file early next week.
Should you have additional questions or comments regarding this matter, please contact me at (813) 224-9255. Thank you for your attention and courtesies with respect to this matter.
Respectfully Submitted,
/s/ Randy K. Sterns
RKS/kd
Enclosures
cc: Joseph W. Turner, Jr.
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Item 15. Recent Sales of Unregistered Securities.
The Company from time to time sells debt securities on a negotiated basis to ministries or individuals who have purchased notes from the Company before and/or are accredited persons within the meaning of Rule 501 under Regulation D. For each of these notes, interest rates, terms and other conditions of the loan were negotiated with the investor. The Company has relied upon the exemptions under Regulation D and/or Section 4(2) of the 1933 Act in selling these securities.
Below are the securities sold under Regulation D since January 01, 2020:
Private Placement Sales for Investor Class: Organization | ||||||||||||||
Private Placement Title: Subordinated Notes | ||||||||||||||
Sale Date | Amount | Underwriter | *Investor Statuss | Offering Price | Consideration Received | Organization Type | ||||||||
4/13/2020 | $ | 591,705 | None | A | Par | $ | 591,705 | 501c3 - Church | ||||||
9/14/2020 | 2,500,000 | None | A | Par | 2,500,000 | 501c3 - School | ||||||||
10/13/2020 | 591,714 | None | A | Par | 591,714 | 501c3 - Church | ||||||||
10/29/2020 | 327,511 | None | NA | Par | 327,511 | 501c3 - Church | ||||||||
2/26/2021 | 1,071,683 | None | A | Par | 1,071,683 | 501c3 - Religious Org. | ||||||||
3/9/2021 | 500,000 | None | A | Par | 500,000 | 501c3 - School | ||||||||
3/18/2021 | 350,000 | None | NA | Par | 350,000 | 501c3 - Religious Org. | ||||||||
4/14/2021 | 591,085 | None | A | Par | 591,085 | 501c3 - Church | ||||||||
12/31/2021 | 332,192 | None | A | Par | 332,192 | 501c3 - School | ||||||||
12/31/2021 | 19,103 | None | A | Par | 19,103 | 501c3 - School | ||||||||
2/28/2022 | 2,200,323 | None | A | Par | 2,200,323 | 501c3 - Church | ||||||||
5/9/2022 | 400,000 | None | NA | Par | 400,000 | 501c3 - Religious Org. | ||||||||
7/8/2022 | 161,070 | None | NA | Par | 161,070 | 501c3 - Religious Org. | ||||||||
11/17/2022 | 150,000 | None | NA | Par | 150,000 | 501c3 - Church | ||||||||
12/22/2022 |
| 400,000 | None | A | Par |
| 400,000 | 501c3 - Church | ||||||
Totals | $ | 10,186,386 | $ | 10,186,386 |
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Private Placement Sales for Investor Class, Individual | ||||||||||||||
Private Placement Title: Subordinated Notes | ||||||||||||||
Sale Date | Amount | Underwriter | *Investor Status | Offering Price | Consideration Received | Investor Category | ||||||||
1/30/2020 | $ | 200,000 | None | A | Par | $ | 200,000 | Trust | ||||||
4/3/2020 | 195,978 | None | A | Par | 195,978 | Trust | ||||||||
4/21/2020 | 116,927 | None | A | Par | 116,927 | Trust | ||||||||
7/24/2020 | 104,861 | None | A | Par | 104,861 | Trust | ||||||||
12/31/2020 | 389,014 | None | A | Par | 389,014 | Trust | ||||||||
2/4/2021 | 161,075 | None | A | Par | 161,075 | Trust | ||||||||
2/22/2021 | 563,462 | None | NA | Par | 563,462 | Partnership | ||||||||
2/22/2021 | 101,000 | None | A | Par | 101,000 | IRA | ||||||||
4/15/2021 | 120,608 | None | A | Par | 120,608 | Trust | ||||||||
6/1/2021 | 25,000 | None | NA | Par | 25,000 | Trust | ||||||||
8/31/2021 | 200,000 | None | A | Par | 200,000 | Trust | ||||||||
10/25/2021 | 500,000 | None | A | Par | 500,000 | Trust | ||||||||
11/16/2021 | 102,446 | None | A | Par | 102,446 | Trust | ||||||||
1/31/2022 | 289,623 | None | A | Par | 289,623 | Trust | ||||||||
3/2/2022 | 672,969 | None | A | Par | 672,969 | IRA | ||||||||
5/31/2022 | 63,021 | None | NA | Par | 63,021 | Trust | ||||||||
Totals | 3,805,984 | 3,805,984 | ||||||||||||
Total Private Placement Sales | 13,992,370 | 13,992,370 | ||||||||||||
* A = accredited investor, NA = not an accredited investor |
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