United States securities and exchange commission logo
August 7, 2020
Mark Manheimer
President and Chief Executive Officer
NetSTREIT Corp.
5910 N. Central Expressway
Suite 1600
Dallas, TX 75206
Re: NetSTREIT Corp.
Amendment No. 1 to
Form S-11
Filed August 5,
2020
File No. 333-239918
Dear Mr. Manheimer:
We have reviewed your amended registration 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 registration
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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-11 filed August 5, 2020
Risk Factors
Our bylaws designate the Circuit Court for Baltimore City, Maryland,
page 46
1. We note your revised
disclosure that in accordance with your bylaws, the federal district
courts will be the sole
and exclusive forum for claims made under the Securities Act of
1933. Please expand
your disclosure to clarify 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. In that regard, we note
that 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. We also note your disclosure here that the
Mark Manheimer
NetSTREIT Corp.
August 7, 2020
Page 2
provision in your bylaws that establishes the Circuit Court for Baltimore
City, Maryland
or the United States District Court of the District of Maryland, Northern
Division as the
exclusive forum for other claims does not cover claims made by
stockholders pursuant to
the securities laws of the United States, or any rules or regulations
promulgated
thereunder. Please revise your disclosure and your bylaws to clearly
state that neither
exclusive forum provision applies to claims brought under the Exchange
Act or tell us
how you will inform investors in future filings that the provision does
not apply to any
actions under the Exchange Act. Please refer to Section 27 of the
Exchange Act.
NOI and Cash NOI, page 93
2. Please revise your reconciliation to reconcile NOI and Cash NOI to the
most directly
comparable GAAP financial measure. Refer to Item 10(e)(1)(i)(B) of
Regulation S-K.
You may contact Isaac Esquivel at 202-551-3395 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related matters. Please
contact Stacie Gorman at 202-551-3585 or Erin E. Martin at 202-551-3391 with
any other
questions.
Sincerely,
FirstName LastNameMark Manheimer
Division of
Corporation Finance
Comapany NameNetSTREIT Corp.
Office of Real
Estate & Construction
August 7, 2020 Page 2
cc: Christina Roupas, Esq.
FirstName LastName