United States securities and exchange commission logo
August 3, 2021
Robert Dixon
Chief Executive Officer
MacKenzie Realty Capital, Inc.
89 Davis Road, Suite 100
Orinda, CA 94563
Re: MacKenzie Realty
Capital, Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Response dated July
2, 2021
File No. 024-11503
Dear Mr. Dixon:
We have reviewed your response letter 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.
Unless we note
otherwise, our references to prior comments are to comments in our June
17, 2021 letter.
Amendment No. 2 to Offering Statement on Form 1-A, Response dated July
2, 2021
Cover Page
1. We note your response
to comment 1. Please revise to clarify whether your redemption
program continues to be
suspended.
Management Compensation, page 2
2. We note your response
to comment 2 that you reimburse the advisers for a portion of the
salaries and benefits
paid to some of the named executive officers. In future filings that
require Item 402 or
Item 404 of Regulation S-K disclosure, please disclose the amount of
fees paid to the
advisers, break out the amounts paid pursuant to the asset management
fee, acquisition fee,
incentive management fee and the reimbursement provision, and
Robert Dixon
MacKenzie Realty Capital, Inc.
August 3, 2021
Page 2
within reimbursements specify any amounts reimbursed for salaries or
benefits of a named
executive officer.
Preferred Stock
Preferred Dividend, page 78
3. We note your response to comment 4. Please revise the disclosure on page
11 to clarify
that the distribution is a term of the preferred shares in the charter
and the board can
suspend the distribution at any time.
Management's Discussion and Analysis, page 81
4. We note your revised disclosure beginning on page 89 regarding the
properties in your
portfolio and your references to consolidated and unconsolidated
properties. Please revise
to clarify your ownership percentage in the unconsolidated properties and
update the
property disclosure to reflect any newly consolidated properties.
General
5. We note your response to comment 7, including that you added disclosure
to the Offering
Circular to disclose that MacKenzie REIT resulted from the merger of an
old limited
partnership sponsored by an unaffiliated third-party in 1987. We are
unable to locate
such disclosure and continue to believe that you should include more
detailed narrative
summary disclosure describing your management's and your advisers'
experience with real
estate programs. In addition, please revise to describe any material
adverse business
developments experienced by any prior programs, or advise us why such
disclosure is not
material.
6. We note your responses to comments 8, 9, 10 and 11. We have forwarded
your responses
to the Division of Investment Management, and we may have further
comments.
You may contact Babette Cooper at 202-551-3396 or Wilson Lee at
202-551-3468 if you
have questions regarding the financial statements and related matters. Please
contact Ronald
(Ron) E. Alper at 202-551-3329 or Jennifer Gowetski at 202-551-3401 with any
other questions.
Sincerely,
FirstName LastNameRobert Dixon
Division of
Corporation Finance
Comapany NameMacKenzie Realty Capital, Inc.
Office of Real
Estate & Construction
August 3, 2021 Page 2
cc: Rebecca Taylor
FirstName LastName