United States securities and exchange commission logo
May 27, 2021
Brian Doxtator
Chief Executive Officer
Commonwealth Thoroughbreds LLC
1450 North Broadway
Lexington, Kentucky 40505
Re: Commonwealth
Thoroughbreds LLC
Post-Qualification
Amendment No. 2 to Offering Statement on Form 1-A
Filed April 29,
2021
File No. 024-11130
Dear Mr. Doxtator:
We have reviewed your amendment 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.
Post-qualification Amendment No. 2 to Offering Statement on Form 1-A
General
1. We note that you intend
to lower the minimum offering amount for the Series OL2018
offering and that you
propose to notify investors of the new amount via a notice, the form
of which is Exhibit
99.1. Such approach is not permitted under Exchange Act Rule 10b-9.
See the Tucson Hotel
Associates no-action letter (Apr. 11, 1985) issued by the Division of
Market Regulation
(stating It is the position of the Division of Market Regulation that
under Rule 10b-9 an
issuer that reduces the specified minimum number of units to be sold
in an offering must
return all funds to the subscribers. We believe that a reconfirmation
procedure is
inappropriate in this context. ).
Please revise your
disclosure to reflect the fact that the reduction of the minimum offering
amount will result in
the termination of the Series OL2018 offering and that the initiation
of a new offering of
Series OL2018 interests can occur only after investor funds have been
Brian Doxtator
Commonwealth Thoroughbreds LLC
May 27, 2021
Page 2
returned and in connection with the qualification of this
post-qualification amendment.
2. Rule 251(b)(4) of Regulation A precludes investment companies
registered or required to
be registered under the Investment Company Act from using Regulation
A. Please provide
your analysis on whether the Co-Ownership Agreement for Country
Grammer is an
investment security, as defined in Section 3(a)(2) of the
Investment Company Act. In
your response, include relevant case law, no-action letters, or other
authorities.
3. We note your disclosure that the Manager, together with its
affiliates, may acquire a
maximum of 10% of the units in connection with this offering and that
the Manager may
waive the maximum ownership percentage in its sole discretion. We also
note that neither
the Amended and Restated Series Designation of Series OL2018 nor the
Series
Designation of Series Country Grammer state that the Manager may waive
the maximum
beneficial ownership limitation. Further, the Amended and Restated
Series Designation of
Series OL2018 contemplates a 12.5% ownership limitation, not 10%.
Please advise.
Please also tell us what consideration you gave to including a risk
factor relating to the
Manager s ability to waive this ownership limitation.
4. We note that the company has an option to purchase up to a 30%
interest in Country
Grammer in several increments and that the amount of the interest in
Country Grammer
the series acquires will be prorated based on the amount raised in the
offering. In an
appropriate place in your filing, please disclose how you intend to
notify investors of each
incremental closing, of the current interest held in Country Grammer,
and of any related
changes in the intended use of proceeds. Please also add risk factor
disclosure addressing
the fact that investors will not know at the time of investing how
much of an interest the
series will ultimately own in Country Grammer and any other material
risks
resulting from any differences between the incremental investments.
Risk Factors
The Company is controlled by the Manager, and Members must rely solely on the
judgment of
the Manager's management team..., page 24
5. We note your disclosure here that the Manager will have full and
complete control and
authority with respect to the business and affairs of each Series,
including decisions
concerning the care and maintenance of the Series Thoroughbreds
(including the
selection of boarding, training, transporting, and veterinary services)
and decisions
regarding the racing, breeding, and eventual sale of the Thoroughbreds
and their offspring.
FirstName LastNameBrian Doxtator
However, the Co-Ownership Agreement for Country Grammer provides that
the Seller,
Comapany NameCommonwealth
rather Thoroughbreds
than the Manager, will have sole andLLC
exclusive authority and
discretion with respect
to the management
May 27, 2021 Page 2 of Country Grammer. Please revise for
consistency.
FirstName LastName
Brian Doxtator
FirstName LastNameBrian Doxtator
Commonwealth Thoroughbreds LLC
Comapany
May NameCommonwealth Thoroughbreds LLC
27, 2021
May 27,
Page 3 2021 Page 3
FirstName LastName
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.
Please contact Taylor Beech at 202-551-4515 or Charlie Guidry at
202-551-3621 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Patricia M. Plavko, Esq.