United States securities and exchange commission logo
June 5, 2020
Benjamin Miller
Chief Executive Officer
Fundrise East Coast Opportunistic REIT, LLC
11 Dupont Circle NW, 9th FL
Washington, DC 20036
Re: Fundrise East Coast
Opportunistic REIT, LLC
Offering Statement
on Form 1-A
Filed May 12, 2020
File No. 024-11212
Dear Mr. Miller:
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 submitted May 12, 2020
General
1. We note the statement
on your website that your more mature eREITs and eFunds will
pause accepting new
investments. Please provide disclosure about the suspension and
resumption of accepting
subscriptions. Your revised disclosure should provide the dates
in which accepting
subscriptions was suspended and resumed.
Our Investments, page 91
2. We note your $13.2
million investment in RSE Mezza Controlled Subsidiary on June 17,
2019. Please tell us
what consideration you gave to providing financial statements for this
acquisition under Rule
8-06 of Regulation S-X. In your response, please provide your
significance
calculation results related to your investment in RSE Mezza Controlled
Subsidiary.
Benjamin Miller
Fundrise East Coast Opportunistic REIT, LLC
June 5, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
95
3. We note your disclosures of potential adverse impacts from COVID-19 in
the risk factors
section on page 51 and your "Outlook and Recent Trends" disclosure in
your MD&A in
your Form 1-K. Please tell us what consideration you gave to providing
expanded
information regarding specific impacts that your business has
experienced from the
COVID-19 pandemic (e.g., reductions in distributions received and
anticipated to be
received from equity method investees, nonpayment and indications of
nonpayment on
debt investments, reductions in distributions to your shareholders,
etc.). Refer to CF
Disclosure Guidance: Topic No. 9 for additional guidance.
Exhibits
4. Please file a revised consent to specifically refer to the Form 1-A. See
Item 17.11 of Form
1-A.
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
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Michael Killoy at 202-551-7576 or Erin E. Martin at 202-551-3391 with
any other
questions.
Sincerely,
FirstName LastNameBenjamin Miller
Division of Corporation
Finance
Comapany NameFundrise East Coast Opportunistic REIT, LLC
Office of Real Estate &
Construction
June 5, 2020 Page 2
cc: Mark Schonberger
FirstName LastName