October 25, 2005
Mail Stop 4561
Frank C. Spencer
Chief Executive Officer
Cogdell Spencer Inc.
4401 Barclay Downs Drive, Suite 300
Charlotte, NC 28209
Re: Cogdell Spencer Inc.
Amendments No. 4 and 5 to Registration Statement on Form
S-
11
Filed October 24, 2005 and October 25, 2005
File No. 333-127396
Dear Mr. Spencer:
We have reviewed your filings 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
All page numbers refer to the marked courtesy copy of
Amendment
No. 4.
Distribution Policy, page 14
1. We note that your initial distribution will represent almost
150%
of estimated available cash. The disclosure also states that you
"may" need to increase borrowings, including borrowing under your
unsecured credit facility, if you have underestimated cash
available
for distribution. Since your estimate of available cash reflects
a
substantial shortfall, it appears that you will need to borrow
funds
even if your current estimate of available cash is accurate.
Please
revise the summary to clarify this point.
Risk Factors
In addition to customary underwriting discounts..., page 38
2. Please revise to describe the additional risk that this
conflict
of interest could cause the underwriters to proceed with the
offering
under terms or conditions that they might not otherwise accept.
Also, please clearly state that all of the underwriters
participating
in pricing the offering are participating, directly or indirectly,
in
the credit facility and have this conflict of interest. Finally,
please revise the caption to more concisely indicate the risk you
are
disclosing.
Distribution Policy, page 44
3. Please revise to describe the restrictions on your ability to
make
distributions under the terms of your unsecured credit facility.
We
note the disclosure on pages 31 and 67.
Liquidity and Capital Resources, page 62
4. Please revise to discuss possible cash requirements relating to
either the acceleration or refinancing of loans on the four
properties for which lender consents have not yet been obtained.
Refer to page 36. Also, please tell us whether your failure to
obtain lender consents for the consolidation of these properties
or
the acceleration of the loans on these properties (as a result of
transfer without consent) would implicate in any way the financial
covenants or other terms of default under your line of credit or
any
other debt instrument to which you are subject.
Short-Term Liquidity Needs, page 63
5. We note your response to prior comment 8. Disclosure in
footnote
(3) on page 81, however, states that you expect to purchase the
Mary
Black Westside property for $2.4 million in cash, and that you
expect
to fund the purchase with your new credit facility. In light of
this
disclosure, please include a discussion of the expected
acquisition
and the source of funding in your Liquidity section.
Exhibits
6. Please confirm that you will file signed and dated legal and
tax
opinions prior to the effective date of the registration
statement.
The form of opinion filed with Amendment No. 4 is not sufficient.
7. Please file executed copies of the Agreement and Plan of Merger
(Exhibit 10.6) and the Put Agreement (Exhibit 10.20).
8. We note your response to prior comment 14. Please tell us
whether
any of your executive officers or directors are receiving OP
units,
shares or cash through the contribution agreement filed as Exhibit
10.14. If so, please file a schedule providing detailed
disclosure
of the consideration to be received by these holders under the
contribution agreement.
As appropriate, please amend your registration statement in
response to our comments. You may wish to provide us with marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendments 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 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 Kristina Beshears at 202-551-3429 or Daniel
Gordon, Accounting Branch Chief, at 202-551-3486 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Geoffrey Ossias at 202-551-3404 or me at
202-551-3780 with any other questions.
Sincerely,
Karen J. Garnett
Assistant Director
cc: Andrew S. Epstein (via facsimile)
??
??
??
??
Frank C. Spencer
Cogdell Spencer Inc.
October 25, 2005
Page 3