United States securities and exchange commission logo
December 21, 2021
Michael Kelly
Chairman of the Board and President
J.P. Morgan Real Estate Income Trust, Inc.
277 Park Avenue
9th Floor
New York, New York 10172
Re: J.P. Morgan Real
Estate Income Trust, Inc.
Draft Registration
Statement on Form S-11
Submitted on
November 24, 2021
CIK No. 0001893262
Dear Mr. Kelly:
We have reviewed your draft registration 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-11, Filed November 24, 2021
Cover page
1. We note that the
offering will not commence until you have privately sold at least $150
million of shares Class
E common stock or Class E units of the operation partnership, and
that the price for your
shares will be equal to the most recently determined net asset value
per share for the Class
E shares sold in the private offering, plus applicable upfront selling
commissions and dealer
manager fees. Please tell us why this would not cause the
registered offering to
be made on a delayed basis under Rule 415(a)(1)(x). Please also tell
us how the disclosure
of the offering price complies with Item 501(b)(3) of Regulation S-
K. In this regard, we
note that the initial price per share currently reflected on the cover
Michael Kelly
FirstName
J.P. MorganLastNameMichael Kelly
Real Estate Income Trust, Inc.
Comapany21,
December NameJ.P.
2021 Morgan Real Estate Income Trust, Inc.
December
Page 2 21, 2021 Page 2
FirstName LastName
page is based on an assumption that the most recently determined NAV
per share for your
Class E shares is $10.00. Clarify whether at the time of effectiveness
you expect to
disclose an actual NAV per share for Class E shares that will be form
the basis of the
initial per share purchase price reflected in the registration
statement.
2. We note that prior to the commencement of this offering, JPM Investor
will purchase not
less than $25 million and up to $150 million of the Class E common
stock or Class E units
required to be sold prior to commencement of the registered offering.
Please confirm the
following and include revised disclosure under appropriate captions in
your prospectus:
Whether you currently have any shares outstanding from the private
offering;
Whether the private offering is or will be made to investors other
than JPM Investor
in order to reach the $150 million of proceeds;
When the private offering will terminate in relation to the
commencement of the
registered offering;
Whether Class E shares or units held by private investors other
than JPM Investor
may be repurchased on the same terms as other investors under
your repurchase plan,
or whether they will be subject terms similar to the JPM Investor
Mandatory
Repurchase;
The factors you will consider in determining the offering price
for the Class E shares
or units.
3. We note your disclosure on page 6 that you are a perpetual-life REIT
and that while you
may consider a liquidity event at any time in the future, you are not
obligated by your
charter or otherwise to effect a liquidity event at any time. Please
disclose this in your
risk factor bullet points on the cover page.
Management, page 134
4. Please describe any termination fees that may be payable to your
adviser, dealer manager
or any of their affiliates.
Compensation, page 145
5. We note your disclosure in the section regarding the length of time
over which the
stockholder servicing fee will be paid. We also note your disclosure
on page 147 and
elsewhere in your filing that gross proceeds for purposes of such
calculation includes the
gross proceeds of any shares issued under your distribution
reinvestment plan. Please
revise your disclosure to describe your assumption of how many shares
are sold under
your dividend reinvestment plan or tell us why such disclosure is not
necessary.
Competition With Other J.P. Morgan Accounts and Allocation of Investment
Opportunities, page
163
6. We note your disclosure on page 163 and elsewhere in the prospectus
that there may be
overlap of investment opportunities with Other J.P. Morgan Accounts.
Please consider
expanding your disclosure to provide insight into the size of any
competing funds, and any
Michael Kelly
FirstName
J.P. MorganLastNameMichael Kelly
Real Estate Income Trust, Inc.
Comapany21,
December NameJ.P.
2021 Morgan Real Estate Income Trust, Inc.
December
Page 3 21, 2021 Page 3
FirstName LastName
additional procedures you have to allocate opportunities.
Share Repurchases, page 255
7. Please be advised that you are responsible for analyzing the
applicability of the tender
offer rules, including Rule 13e-4 and Regulation 14E, to your share
repurchase program.
We urge you to consider all the elements of your share repurchase
program in determining
whether the program is consistent with relief granted by the Division
of Corporation
Finance in prior no action letters. To the extent you are relying on
Blackstone Real Estate
Income Trust, Inc. (Letter dated September 12, 2016), Rich Uncles NNN
REIT, Inc.
(Letter dated December 21, 2016), Hines Global REIT II, Inc. (Letter
dated April 26,
2017), or Black Creek Diversified Property Fund Inc. (Letter dated
September 1, 2017)
please provide us with an analysis as to how your program is
consistent with such relief,
and address how the JPM Mandatory Repurchases may impact this
analysis. To the extent
you have questions as to whether the program is entirely consistent
with the relief
previously granted by the Division of Corporation Finance, you may
contact the
Division s Office of Mergers and Acquisitions at 202-551-3440.
8. We note that you may conduct the share repurchase program during the
offering period of
the shares being registered under this registration statement. Please
be advised that you
are responsible for analyzing the applicability of Regulation M to
your share repurchase
program. We urge you to consider all the elements of your share
repurchase program in
determining whether the program is consistent with the class relief
granted by the Division
of Market Regulation in the class exemptive letter granted Alston &
Bird LLP dated
October 22, 2007. To the extent you have questions as to whether the
program is entirely
consistent with that class exemption you may contact the Division of
Trading and Markets
at 202-551-5777.
Table IV, page A-6
9. Please disclose annualized return on investment and median annual
leverage. Please also
include aggregate amount of compensation paid or reimbursed to sponsor
or its affiliates,
since you have omitted Table II.
General
10. Please provide us with all promotional material and sales literature,
including material that
will be used only by broker-dealers. In this regard, please note that
sales materials must
set forth a balanced presentation of the risks and rewards to
investors and should not
contain any information or disclosure that is inconsistent with or not
also provided in the
prospectus. Please refer to Item 19.B of Industry Guide 5. In
addition, please confirm that
you will continue to provide us sales materials prior to use for the
duration of the
registered offering.
11. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
Michael Kelly
J.P. Morgan Real Estate Income Trust, Inc.
December 21, 2021
Page 4
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
12. We note that you intend to price your shares monthly based on NAV. Please
provide us,
on a supplemental basis, with your template for future NAV disclosures.
You may contact Ameen Hamady at 202-551-3891 or Mark Rakip at
202-551-3573 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Patrick Costello at 202-551-8742 or Pam Long at 202-551-3765 with any
other
questions.
Sincerely,
FirstName LastNameMichael Kelly
Division of Corporation
Finance
Comapany NameJ.P. Morgan Real Estate Income Trust, Inc.
Office of Real Estate &
Construction
December 21, 2021 Page 4
cc: Rosemarie A. Thurston
FirstName LastName