May 20, 2005
Mail Stop 0409
Daniel T. Ward
Secretary
JER Investors Trust Inc.
1650 Tysons Blvd., Suite 1600
McLean, Virginia 22102
Re: JER Investors Trust Inc.
Amendment No. 4 to Form S-11 filed May 6, 2005
Registration No. 333-122802
Dear Mr. Ward:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form S-11
General
1. The Division of Investment Management is evaluating your
Investment Company Act analysis. We expect to have additional
comments.
2. We are in the process of reviewing your response to our prior
comment 11 and may have further comment.
Prospectus Summary, page 1
Our Manager, page 4
3. Please supplementally identify the name and title of the J.E.
Robert Company employee that owns a 20% interest in the manager.
Please confirm that such person is not a director or officer of
JER
Investors or the manager.
Distribution Policy, page 9
4. Please disclose here and elsewhere in the prospectus where the
dividend is referenced, the percentage of the dividend that
represents a return of capital.
Risk Factors, page 11
The co-lead managing underwriters of this offering each have
interests in this offering other than underwriting discounts and
commissions, page 31
5. We note your response to prior comment 2. Please revise to
clarify that the interests of the managing underwriters exceed or
are
greater than underwriting discounts and commissions. Please
clarify
the interests Friedman, Billings, Ramsey & Co. has by virtue of
its
stock ownership. For example, please disclose that this offering
and
the concurrent listing of the shares will create a trading market
for
the shares it owns. In addition, please disclose the additional
business relationships of JER Investors and Bank of America as
discussed on page 82.
Certain Relationships and Related Party Transactions, page 82
6. Please revise the sixth paragraph to state that all of the net
proceeds will be used to repay the Bank of America repurchase
facility. In addition, please clarify the reference to Bank of
America`s investments "in the past in J.E. Robert Company
potential
future funds."
Federal Income Tax Considerations, page 96
7. We note your disclosure on page 102 regarding the treatment of
income from your loan participation investments for REIT tax
purposes. Please disclose the impact on your current REIT status
in
the event such income was not permitted in the 75% basket. Please
also include disclosure in the risk factor section, as
appropriate,
with respect to the specific risks of failure to qualify as a REIT
in
the event such income was not permitted in the 75% basket. We
note
the general risk on page 27 regarding the failure to qualify as a
REIT.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Robert Telewicz, Staff Accountant, at (202)
551-
3438 or Cicely Luckey, Accounting Branch Chief, at (202) 551-3413
if
you have questions regarding comments on the financial statements
and
related matters. Please contact Michael McTiernan, Special
Counsel,
at (202) 551-3852, or me at (202) 551-3411 with any other
questions.
Sincerely,
Peggy Kim
Senior Counsel
cc: David J. Goldschmidt, Esq. (via facsimile)
Skadden, Arps, Slate, Meagher & Flom LLP
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JER Investors Trust Inc.
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