December 6, 2005
Mail Stop 4561
Mark R. Keller
Chief Executive Officer
Republic Property Trust
1280 Maryland Avenue, S.W., Suite 280
Washington, D.C. 20024
Re: Republic Property Trust
Amendment No. 2 to Registration Statement on Form S-11
Filed November 29, 2005
File No. 333-128554
Dear Mr. Keller:
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 your
filing.
General
1. We note that one of your underwriters has "agreed" to sell
shares
to your chairman, Richard Kramer. Please tell us how this sale
complies with the requirements of Section 5 of the Securities Act.
Also, please provide us with copies of all relevant documentation
of
offer and acceptance. Finally, please revise references in your
prospectus to Mr. Kramer`s stake in the company to reflect this
sale.
Risk Factors, page 23
Risks related to our business and properties, page 23
If we lose our right to provide fee-based development services...,
page 26
2. If true, please disclose that your payment to Republic Property
Corporation for the rights associated with this development
contract
is not contingent on the project moving forward. Also, please
provide additional risk factor disclosure to address the fact that
your payment to Republic Property Corporation for the right to
manage
Republic Square I and II is not contingent on the successful
development and certification of those properties.
Risks related to our debt financing, page 30
3. Please add a risk factor describing any restrictions that could
result from your secured credit facility, explain how security
will
be chosen for each drawdown, and discuss the risk of default.
Distribution Policy, page 48
4. Reference is made to the third paragraph where you disclosed
that
43% to 74% of your distributions will represent a return of
capital.
Provide your basis for including a range rather than a percentage
based on the information included in your distribution table or
revise accordingly.
5. We note that your expected distributions exceed cash available
for
distribution by approximately $7.6 million. Revise your
distribution
table to include the sources of cash used to fund the distribution
shortfall such as excess offering proceeds or draws from your line
of
credit.
6. Please include footnote disclosure regarding the tax
implications
of a return of capital.
Management`s Discussion and Analysis of Financial Condition...,
page
59
Liquidity and Capital Resources, page 65
7. Please expand your discussion to include the commitment and
other
fees associated with your revolving loan and potential
refinancing.
Certain Provisions of Outstanding Indebtedness, page 70
8. Please revise your description of the debt on Pender Business
Park
to include the information contained in your response to prior
comment 11, including the identity of the guarantor.
Employment and Non-competition Agreements, page 118
9. Please disclose the term of each agreement.
10. With respect to each agreement where you have agreed to cover
certain kinds of taxes that may be associated with the benefits
under
them, please give investors an indication of how much you may be
required to pay under these terms as of the most recent
practicable
date.
Financial Statements
Unaudited Pro Forma Condensed Consolidated Balance Sheet
Adjustments to Pro Forma Condensed Consolidated Balance Sheet,
page
F-10
11. We note your disclosure in footnote 1(B) that, "...merger and
the
contributed interests were recorded based on the fair values of
the
assets and liabilities of the properties contributed." Further,
we
note your disclosure in footnote (K) that the transactions were
recorded based on the fair value of the common shares and OP units
exchanged. Please clarify how you have determined the fair value
to
be assigned to the assets and liabilities acquired in the
formation
transactions under SFAS 141. Tell us what consideration you have
given to expanding your disclosure to more thoroughly discuss the
methodology used by the Company to determine the fair values of
the
assets and liabilities acquired.
12. We have considered your response to our prior comments 21 and
22.
Explain to us how you determined that would be appropriate to
record
the contribution of management and development contracts at
historical costs basis rather than fair value. Explain why it is
appropriate to treat this portion of the formation transactions
differently and provide your basis in GAAP for your treatment.
Exhibits
13. Please file as an exhibit to your registration statement-and
discuss in the body of your prospectus-the letter agreement
between
you and Messrs. Kramer and Grigg regarding the options to purchase
the Portals IV and V properties. We note that you discussed this
letter agreement in the information statement delivered to your
limited partners.
14. Please file as exhibit to your registration statement the
attachments and letter agreement referred to in the refinancing
commitment letter, contained in Exhibit 10.33. It appears that
these
documents contain terms material to the transaction.
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 Robert Telewicz at 202-551-3438 or Cicely
Lucky, Accounting Branch Chief, at 202-551-3413 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: Stuart Barr (via facsimile)
??
??
??
??
Mark R. Keller
Republic Property Trust
December 6, 2005
Page 4