June 27, 2019
Byron C. (Chris) Wiley
President and Manager
Wiley Area Development LLC
572 Breckenridge Way
Beavercreek, OH 45430
Re: Wiley Area Development LLC
Form 1-A filed May 31, 2019
File No. 024-11010
Dear Mr. Wiley:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Form 1-A
Part I, Item 4, page i
1. We note that you indicated "no" in response to the question whether you
intend to offer
your securities on a delayed or continuous basis under Rule 251(d)(3).
However, in the
offering circular, you indicate that the offering could last up to 360
days. Please revise to
indicate that this will be an offering made on a continuous basis.
Dilution, page 46
2. We refer you to net tangible book value per unit before offering (based
on 9,000,000
Units) presented in each of the tables on page 48-49. It appears the
amount
calculated should be $0.0022 rather than $0.022. Please advise or revise
the amount.
Byron C. (Chris) Wiley
FirstName LastNameByron C. (Chris) Wiley
Wiley Area Development LLC
Comapany NameWiley Area Development LLC
June 27, 2019
June 27, 2019 Page 2
Page 2
FirstName LastName
Use of Proceeds, page 53
3. We note that you plan to use a portion of the proceeds of your
offering to discharge
indebtedness. Please provide the disclosure required by Instruction 6
to Item 6 of Form 1-
A.
Signatures, page 103
4. Please revise the second half of your signature page to include the
signature of your
principal executive officer, principal financial officer, and
principal accounting officer.
To the extent that someone is signing in more than one capacity,
indicate each capacity in
which such person is signing. Refer to Instruction 1 to Signatures on
Form 1-A.
Financial Statements
Statements of Operations and Changes in Members' Equity, page 111
5. Please revise your presentation of changes in members' equity to
comply with the
disclosure requirements outlined by ASC 505-10-50. Please include
disclosure of the
changes in the number of shares outstanding for each period presented.
Disclosures can
be made in the financial statements or notes to the financial
statements.
Notes to Financial Statements
4. Members' Equity, page 118
6. Please revise to clarify in the notes to the financial statements your
shares outstanding at
December 31, 2018 as well as any changes in your capital structure
subsequent to year-
end. In this regard, we note your disclosure in note 4 indicates that
180,000 shares were
outstanding at December 31, 2018 however it appears from note 7 that
you authorized
9,000,000 Class A units subsequent to year-end. As part of your
response, please explain
to us the difference, if any, in pertinent rights and privileges of
the various securities
outstanding (i.e. Class A and Class B shares vs. Class A and Class B
units). Assuming
9,000,000 Class A units were issued subsequent to year-end, update
note 7 to include
details of the share issuances including the dates issued and prices
paid.
Part III, Exhibits, page 121
7. We note your reference to test the waters materials in the exhibit
index, but it does not
appear that you have filed any such materials. Please tell us if you
have presented any test
the waters materials to potential investors in connection with this
offering. If so, please
file such materials as an exhibit to the offering statement. Refer to
Item 17(13) of Part III
of Form 1-A. Please also reconcile the exhibit index with Item 4 of
Part I indicating that
you have not used solicitation of interest communications in
connection with the proposed
offering.
Byron C. (Chris) Wiley
FirstName LastNameByron C. (Chris) Wiley
Wiley Area Development LLC
Comapany NameWiley Area Development LLC
June 27, 2019
June 27, 2019 Page 3
Page 3
FirstName LastName
General
8. We note the arbitration provision in Article XVII of your Amended and
Restated
Operating Agreement. If the provision extends to federal securities
law claims, disclose
that investors cannot waive compliance with the federal securities
laws and the rules and
regulations promulgated thereunder and additionally revise your
disclosure in the
following manner. Describe the provision, identifying the relevant
forum for arbitration
and clarifying whether or not arbitration is the exclusive means of
resolving disputes
between you and your unitholders. Address any question regarding
whether or not a court
would enforce the provision. Discuss impacts of limitations on claims
arising under other
applicable state or federal laws. Include risk factor disclosure
discussing whether the
provision is the exclusive means for resolving disputes or is
applicable to federal
securities law claims. Risk factor disclosure should additionally
discuss matters such as
increased costs to bring a claim, limited access to information and
other imbalances of
resources between the company and unitholders, and that the provision
can discourage
claims or limit unitholders' ability to bring a claim in a judicial
forum that they find
favorable.
9. We note that section 9 of your Subscription Agreement states that the
exclusive venue for
any legal action under the agreement will be in the proper forum in
the State of Ohio.
Please disclose whether this provision applies to actions arising
under the Securities Act
or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your offering circular to state that there is uncertainty as to
whether a court would enforce
such provision and that investors cannot waive compliance with the
federal securities laws
and the rules and regulations thereunder. If this provision does not
apply to actions
arising under the Securities Act or Exchange Act, please also ensure
that the exclusive
forum provision in the governing documents states this clearly, or
tell us how you will
inform investors in future filings that the provision does not apply
to any actions arising
under the Securities Act or Exchange Act.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
Byron C. (Chris) Wiley
Wiley Area Development LLC
June 27, 2019
Page 4
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Heather Clark at 202-551-3624 or Jean Yu at 202-551-3305
if you have
questions regarding comments on the financial statements and related matters.
Please contact
John Stickel at 202-551-3324 or John Dana Brown at 202-551-3859 with any other
questions.
FirstName LastNameByron C. (Chris) Wiley Sincerely,
Comapany NameWiley Area Development LLC
Division of
Corporation Finance
June 27, 2019 Page 4 Office of
Transportation and Leisure
FirstName LastName