United States securities and exchange commission logo
January 21, 2021
Barry Levenson
Chief Executive Officer
LK Secured Lending Reg A Fund, LLC
662 N. Sepulveda Blvd., Suite 300
Los Angeles, CA 90049
Re: LK Secured Lending
Reg A Fund, LLC
Offering Statement
on Form 1-A
Filed December 28,
2020
File No. 024-11395
Dear Mr. Levenson:
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 December 28, 2020
Offering Circular
Cover, page 1
1. Refer to the eighth
paragraph. Please prominently disclose here that investors must hold
their Membership
Interests for a minimum of twelve months before they may request to
withdraw and disclose
here the restrictions on transfer described in the carryover
paragraph on pages
59-60.
Use of Proceeds, page 8
2. Please state the
principal uses for which the net proceeds of the offering are to be used and
the approximate amount
to be used for each purpose. Present this information assuming
25%, 50%, and 75% of
the maximum offering amount is raised. Please describe any
material changes you
expect to make in the use of proceeds if you are not able to sell all of
Barry Levenson
FirstName
LK SecuredLastNameBarry
Lending Reg ALevenson
Fund, LLC
Comapany
January 21,NameLK
2021 Secured Lending Reg A Fund, LLC
January
Page 2 21, 2021 Page 2
FirstName LastName
the securities being qualified on the offering statement. Refer to
Instruction 3 to Item 6 of
Form 1-A.
Preferred Return; Cash Distributions; Election to Reinvest
Election to Reinvest, page 12
3. Refer to the third paragraph of this subsection. Please tell us how
you will determine
whether reinvestments will comply with the aggregate offering
limitations for Tier II of
Regulation A. Please also add a risk factor describing the attendant
risks in the event
reinvestments are not allowed because there is not a qualified
offering statement or
reinvestments would exceed the offering limits.
Risk Factors, page 30
4. We note your disclosure that the Operating Agreement provides that the
Manager will not
have any liability to the company for losses resulting from acts of
the Manager, excepting
fraud. Please provide a risk factor detailing the risk that this
presents for investors.
By purchasing shares in this Offering, Members are bound by the arbitration
provisions, page 45
5. Please state that investors are not deemed to waive compliance with
the federal securities
laws as a result of the arbitration provisions in your Operating and
Subscription
agreements.
Notes to the Financial Statements
Note 2 - Summary of Significant Accounting Policies, page F-8
6. Please revise to disclose whether you have elected to delay complying
with any new or
revised financial accounting standard until the date that a company
that is not an issuer (as
defined under section 2(a) of the Sarbanes-Oxley Act of 2002 (15
U.S.C. 7201(a)) is
required to comply with such new or revised accounting standard, if
such standard also
applies to companies that are not issuers. Please refer to General
Rule (a)(3) of Part F/S of
Form 1-A.
Exhibits
7. Please relocate the exhibit index and revise the numbering of exhibits
to conform to the
requirements of Item 16 to Part III of Form 1-A.
General
8. We note from Item 6 to Part 1 the issuance of the Membership Interests
of LK Secured
Lending LLC for aggregate consideration of $116,400,000. Please advise
concerning the
relationship, if any, between LK Secured Lending LLC and the company,
and the date of
such issuance.
We will consider qualifying your offering statement at your request.
If a participant in
Barry Levenson
LK Secured Lending Reg A Fund, LLC
January 21, 2021
Page 3
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 William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters. Please contact Julia Griffith at 202-551-3267 or J. Nolan McWilliams
at 202-551-3217
with any other questions.
FirstName LastNameBarry Levenson Sincerely,
Comapany NameLK Secured Lending Reg A Fund, LLC
Division of
Corporation Finance
January 21, 2021 Page 3 Office of Finance
FirstName LastName