United States securities and exchange commission logo
January 25, 2021
Steve Whaley
Principal Accounting Officer and Controller
Copper Property CTL Pass Through Trust
6501 Legacy Dr.
Plano, TX 75024
Re: Copper Property CTL
Pass Through Trust
Form 10-12G
Filed December 29,
2020
File No. 000-56236
Dear Mr. Whaley:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G filed on December 29, 2020
General
1. Please provide an
organizational chart or other visual representation of your structure
assuming that the
PropCo Formation Transactions have occurred.
Item 3. Properties, page 27
2. We note your disclosure
elsewhere that the retail master lease is subject to a 50% rent
abatement for the first
year. By footnote, please also present the total annual rent net of
abatement and any other
tenant concessions or advise.
Steve Whaley
FirstName LastNameSteve
Copper Property CTL Pass Whaley
Through Trust
Comapany
January 25,NameCopper
2021 Property CTL Pass Through Trust
January
Page 2 25, 2021 Page 2
FirstName LastName
Item 7. Certain Relationships and Related Transactions and Director
Independence
Registration Rights Agreement, page 30
3. We note your disclosure that you express no view as to whether a
person would be
deemed an "underwriter," but that you do intend to enter into resale
registration rights
agreements with certain holders who may not be able to freely transfer
their securities.
Please clarify if you have identified certificate holders who will
require resale registration
for their certificates.
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.
You may contact Eric McPhee at 202-551-3693 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Erin E. Martin at 202-551-3391 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction