United States securities and exchange commission logo
August 14, 2020
Noni Session
Executive Director
East Bay Permanent Real Estate Cooperative
1428 Franklin Street
Oakland, California 94612
Re: East Bay Permanent
Real Estate Cooperative
Preliminary
Offering Circular on Form 1-A
Filed on July 23,
2020
File No. 024-11277
Dear Ms. Session:
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 filed on July 23, 2020
General
1. Please provide a
section discussing Dilution, as required by Item 4 of Part II of Form 1-A.
2. We note that page 11 of
your bylaws states that Investor Owners must be California
residents or businesses
that are California based or conduct most of their business in
California unless the
board establishes a policy exempting investors from this
requirement. We also
note that Exhibit 3, Investor Owner Agreement, states in Section 8
that sales will only be
made to residents of California. Please revise the offering circular
to clearly explain what
a California Cooperative Corporation is, how your status as one
impacts investors and
your business, and clarify the extent to which sales will be limited
to California
residents. In this regard we note that Item 5 of Part I indicates you plan to
conduct the offering in
dozens of jurisdictions.
Noni Session
FirstName LastNameNoni Session
East Bay Permanent Real Estate Cooperative
Comapany
August 14, NameEast
2020 Bay Permanent Real Estate Cooperative
August
Page 2 14, 2020 Page 2
FirstName LastName
Cover Page
3. Please disclose the amount of securities being offered and the
duration of the offering.
See Item 1 of Part II of Form 1-A and Rule 251(d)(3)(i)(F) of
Regulation A. In addition,
please briefly identify the material risks involved in the purchase of
securities, including
the lack of transferability of shares, the inability to redeem the
shares for 5 years, the
possibility redemption would be paid with a promissory note to be paid
over an additional
5 year period and the possibility that the Board may reduce the
redemption value of the
shares based upon the health of the company, as required by Section
1.D of Guide 5. See
Item 7(c) of Part II of Form 1-A for the applicability of Guide 5 to
Form 1-A.
Signatures, page 41
4. Please identify your principal executive officer, principal financial
officer and principal
accounting officer. See Instructions to Signatures 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 Peter McPhun at 202-551-3581 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) Alper at 202-551-3329 or Pam Howell at 202-551-3357 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Janelle Orsi