United States securities and exchange commission logo
November 30, 2020
Joseph Turner, Jr.
Chief Executive Officer, President
Ministry Partners Investment Company, LLC
915 West Imperial Highway, Suite 120
Brea, CA 92821
Re: Ministry Partners
Investment Company, LLC
Registration
Statement on Form S-1
Filed November 12,
2020
File No. 333-250027
Dear Mr. Turner:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1
Frequently Asked Questions About the Notes, page 1
1. We note your disclosure
in the last Q&A on page 2 that you reserve the right to
prospectively adjust
the Fixed Spread or Effective Variable Spread Grid and on pages 42 -
44 that you will
provide notice thereof by supplement to this prospectus. Please advise us
why this issuance would
then not be considered a delayed offering under Rule 415 of the
Securities Act. We note
that it appears you are not eligible to conduct a delayed offering
pursuant to Rule 415.
Please revise accordingly or articulate why your offering of the
notes would qualify as
conducted on a continuous basis. In that regard, please also explain
why you believe you
would be able to implement such a change by filing a prospectus
supplement rather than
a post-effective amendment to the registration statement.
Joseph Turner, Jr.
FirstName LastNameJoseph
InvestmentTurner, Jr. LLC
Ministry Partners Company,
Comapany 30,
November NameMinistry
2020 Partners Investment Company, LLC
November
Page 2 30, 2020 Page 2
FirstName LastName
2. We note your disclosure in the first Q&A on page 3 that you may change
the Fixed
Spread or Effective Variable Spread Grid on notes that have been
purchased by
investors with their written consent. Please revise to disclose how
you intend to
communicate and disclose any such changes to investors and otherwise
implement such
changes under the federal securities laws. We may have further
comments.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact David Lin, Staff Attorney, at (202) 551-3552 or Justin
Dobbie, Legal
Branch Chief, at (202) 551-3469 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Finance