| | | Florida 33602 Florida 33601-3913 |
| | ||
| | 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 |
December 11, 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 Christian Windsor
| |
RE: | Ministry Partners Investment Company, LLC Supplemental Correspondence Registration Statement on Form S-1 filed November 17, 2023 |
| File No. 333-275625 |
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, Ministry Partners Investment Company, LLC (the “Company”), in response to your comment letter dated December 5, 2023.
We appreciate your office’s review of the Company’s submission. We hereby respond to these comments in the order of their presentation in your comment letter:
Form S-1 filed November 17, 2023
General
RESPONSE: We have revised the Trust Indenture and disclosure in the Registration Statement to provide that the Trust Indenture permits up to $300,000,000 of Certificates to be issued. In addition, no Certificates may be issued under the Trust Indenture if the aggregate amount of the unpaid balance of outstanding Certificates exceeds $200,000,000. The Company’s previous Trust
United States Securities and Exchange Commission
December 11, 2023
Page 2
Indenture entered into under the Prospectus dated January 8, 2021 also included a provision which authorized up to $300,000,000 of Certificates to be issued under the previous Trust Indenture.
RESPONSE: We acknowledge your comment that the Company occasionally submitted documents styled as Rule 424(b)(3) Prospectus Supplements using the Edgar submission type “SUPPL.” Please be advised that if the Company supplements its Prospectus in the future under this Registration Statement, it will submit the supplements under the appropriate Rule 424 submission type. In addition, please note that we have revised the cover page of the Company’s Registration Statement to delete any reference to filing a supplement under Rule 424(b)(3).
Management’s Discussion and Analysis
Debt Securities, page 73
RESPONSE: We have revised the disclosure in the Registration Statement under the Section titled “How to Purchase a Certificate” to clarify the reinvestment process the Company will undertake when a holder of a Certificates decides to purchase a new Certificate when a previously held Certificate matures. In addition, we have also added language in the Section entitled “Management’s Discussion and Analysis” to clarify the notice process undertaken when a Certificate matures and confirm that a newly issued Certificate when an investor re-invests all or a portion of a maturing Certificate will be deemed to have been issued under the Registration Statement and Indenture.
Certain Relationships and Related Transaction, page 112
United States Securities and Exchange Commission
December 11, 2023
Page 3
RESPONSE: We have revised the Prospectus to confirm that the KCT Operating LOC was extended for a one-year period ending on June 6, 2024
Should you have additional questions or comments regarding this matter, please contact me at (813) 204-6401.
Thank you for your attention and courtesies with respect to this matter.
Respectfully Submitted,
RKS/jal
Cc813: Joseph W. Turner, Jr.