September 5, 2019
Corey Maple
Chief Executive Officer
Lodging Fund REIT III, Inc.
1635 43rd Street South, Suite 205
Fargo, North Dakota 58103
Re: Lodging Fund REIT III, Inc.
Form 10-12G
Filed August 8, 2019
File No. 000-56082
Dear Mr. Maple:
We have reviewed your filing 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 these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response and any amendment you may file in response
to these
comments, we may have additional comments.
Form 10 filed August 8, 2019
General
1. Please note that the Form 10 goes effective by lapse of time 60 days
after the original
filing date, pursuant to Section 12(g)(1) of the Securities Exchange Act
of 1934. Upon the
expiration of this 60-day time period, you will be subject to the
reporting requirements
under Section 13(a) of the Securities Exchange Act of 1934. In addition,
we will continue
to review your filing until all of our comments have been addressed.
2. Please be advised that you are responsible for analyzing the
applicability of the tender
offer rules to your share repurchase program, including Regulation 14E,
which would
apply to any tender offer for securities issued pursuant to the
Regulation A exemption. To
the extent you have questions about the tender offer rules, you may
contact the Division's
Office of Mergers and Acquisitions at 202-551-3440.
Corey Maple
FirstName LastNameCorey Maple
Lodging Fund REIT III, Inc.
Comapany 5, 2019
September NameLodging Fund REIT III, Inc.
September 5, 2019 Page 2
Page 2
FirstName LastName
3. We note that you plan to conduct a share repurchase program. Please be
advised that you
are responsible for analyzing the applicability of Regulation M to
your repurchase
program. We urge you to consider all the elements of your repurchase
program in
determining whether the program is consistent with the class relief
granted by the Division
of Market Regulation in the class exemptive letter granted Alston &
Bird LLP dated
October 22, 2007. To the extent you have questions as to whether the
program is entirely
consistent with that class exemption you may contact the Division of
Trading and Markets
at 202-551-5777.
4. Please provide us, on a supplemental basis, with your template for
future NAV
disclosures.
5. We note your reliance upon the safe harbor for forward-looking
statements as set forth in
the Private Securities Litigation Reform Act of 1995. Please note that
this safe harbor is
not available for issuers that are not subject to the reporting
requirements of Sections
13(a) or 15(d) of the Securities Exchange Act. Please revise to remove
the reference.
6. We note that your bylaws include an exclusive forum provision that
provides that "any
Internal Corporate Claim (as that term is defined in Section 1-101(p)
of the Corporations
and Associations Article of the Annotated Code of Maryland" shall be
brought in the
"Circuit Court for Baltimore City, Maryland, or, if that Court does
not have jurisdiction,
the United States District Court for the District of Maryland,
Baltimore Division." Please
discuss this provision in your Form 10, including the federal court
alternative, and clarify
whether an "Internal Corporate Claim" would include claims brought
under the federal
securities laws. Please discuss the potential impacts of this
provision on investors,
which may include, but are not limited to, increased costs to bring a
claim and that these
provisions can discourage claims or limit investors' ability to bring
a claim in a judicial
forum that they find favorable.
7. We note your disclosure that you "intend to qualify as a real estate
investment trust, or
REIT, beginning with the taxable year ending December 31, 2018."
Please update this
disclosure to clarify if you met the requirements and whether you
qualify as a REIT.
Properties, page 20
8. To the extent material, please include disclosure regarding occupancy
and RevPAR or
advise us why such disclosure is not material.
9. Please provide additional detail about the type of service provided by
each hotel (e.g., full
service, limited service, extended stay, etc.).
Executive Compensation, page 27
10. Please revise to specifically disclose whether you will reimburse your
Advisor for the
salaries and benefits to be paid to your named executive officers.
Corey Maple
Lodging Fund REIT III, Inc.
September 5, 2019
Page 3
Certain Relationships and Related Transactions and Director Independence
Advisory Agreement, page 28
11. You state on page 31 that you will "pay directly or reimburse the
Advisor for certain
expenses incurred by the Advisor in connection with its provision of
services to us,
including certain acquisition, disposition and financing costs and
expenses, and our
allocable share of overhead expenses." Please expand your disclosure
to describe the
amount of these fees or how they will be determined.
12. Please revise to quantify all fees paid to your Advisor, or advise.
Consolidated Financial Statements, page F-1
13. Please amend your Form 10 to include updated financial statements as
of a date not more
than 134 days prior to the automatic effective date in accordance with
Rule 8-08 of
Regulation S-X.
14. Please tell us what consideration you gave to including the financial
statements required
by Rule 8-04 of Regulation S-X for the properties you have acquired to
date.
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.
You may contact William Demarest, Staff Accountant, at 202-551-3432 or
Kristina
Marrone, Staff Accountant, at 202-551-3429 if you have questions regarding
comments on the
financial statements and related matters. Please contact Joshua Lobert, Staff
Attorney, at 202-
551-7150 or Erin Martin, Legal Branch Chief, at 202-551-3391 with any other
questions.
Sincerely,
FirstName LastNameCorey Maple
Division of
Corporation Finance
Comapany NameLodging Fund REIT III, Inc.
Office of Real
Estate and
September 5, 2019 Page 3 Commodities
FirstName LastName