United States securities and exchange commission logo
November 11, 2022
Edward J. Fitzgerald
Chief Executive Officer
EQT Exeter Real Estate Income Trust Inc.
Five Radnor Corporate Center
100 Matsonford Road, Suite 250
Radnor, Pennsylvania 19087
Re: EQT Exeter Real
Estate Income Trust Inc.
Draft Registration
Statement on Form S-11
Submitted October
17, 2022
CIK No. 0001946997
Dear Edward J. Fitzgerald:
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 submitted October 17, 2022
Cover Page
1. We note 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 revise your risk factor bullet
points on the cover
page to disclosure that you have no requirement to ever provide
liquidity.
2. With a view to
disclosure please advise us of the extent to which the different classes of
shares provide the same
rights and privileges despite the varying fees and commissions.
Edward J. Fitzgerald
FirstName
EQT ExeterLastNameEdward J. Fitzgerald
Real Estate Income Trust Inc.
Comapany 11,
November NameEQT
2022 Exeter Real Estate Income Trust Inc.
November
Page 2 11, 2022 Page 2
FirstName LastName
Prospectus Summary, page 1
3. Please revise your structure chart on page 11 to include the
percentage of ownership of
each entity listed, as applicable.
Risk Factors, page 43
4. We note your risk factor disclosure on page 43 that you "may change
[y]our investment
and operational policies without stockholder consent. Please include
disclosure
about how you intend to notify shareholders of any change to your
investment and
operational policies.
5. We note your risk factor disclosure on page 43 that your Adviser,
Sponsor, their affiliates
and your directors and officers may purchase shares in the offering to
satisfy the minimum
offering amount. Please specify whether these purchases will be for
investment and not
resale.
6. We note disclosure on the cover page and summary risk factors that
upon acquiring shares
in the offering, investors will experience immediate dilution in the
net tangible book value
of their investment. Please include a discussion of this risk under an
appropriate caption
in the risk factors, in addition to addressing the dilution that will
occur if you pay
distributions in excess of your earnings.
Estimated Use of Proceeds, page 98
7. Please revise to separate the information into separate tables for the
different classes of
shares where the upfront selling commissions, dealer manager fees,
distribution fees and
other attributes are different for the classes of shares.
Investment Objectives and Strategies, page 100
8. You indicate on page 165 that EQT Exeter's prior programs are
"value-add real estate
investments" with "different investment objectives" from yours. Please
revise to further
clarify how your investment objectives are different from the
Advisor's other similar
programs.
Management, page 114
9. We note that you have no employees and are externally managed, and
that your Advisors
have commitments with affiliated or non-affiliated entities. Please
revise to clarify the
extent of all other time commitments of the members of your Advisory
Committee.
Net Asset Value Calculation and Valuation Guidelines, page 149
10. Please provide us, on a supplemental basis, with your template for
future NAV
disclosures.
11. We note the reference on page 150 to fees paid to your independent
valuation advisor and
Edward J. Fitzgerald
FirstName
EQT ExeterLastNameEdward J. Fitzgerald
Real Estate Income Trust Inc.
Comapany 11,
November NameEQT
2022 Exeter Real Estate Income Trust Inc.
November
Page 3 11, 2022 Page 3
FirstName LastName
"certain of the independent third-party appraisers" from EQT Exeter
and its affiliates. If
material provide approximate, quantified disclosure regarding such
fees as of the most
recent practicable date.
Plan of Operation, page 157
12. We note the reference to material trends or uncertainties relating to
"national economic
conditions affecting real estate generally." Please revise to further
clarify such trends and
uncertainties, especially with respect to inflation and the continuing
impact of the COVID
pandemic on commercial properties. Clarify the extent to which your
plan of operation
addresses such trends and uncertainties.
Share Repurchases, page 226
13. 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. 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.
14. 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.
General
15. We note your disclosure that the minimum initial investment to acquire
Class I shares is
$1,000,000 unless waived by you. Please include disclosure regarding
what factors you
would consider when deciding whether to waive the initial investment.
16. Please revise your disclosure to define all acronyms upon first use.
For example, we note
that the acronyms ESG, GRESB, LEED, and BREEAM are used but never
defined.
Edward J. Fitzgerald
EQT Exeter Real Estate Income Trust Inc.
November 11, 2022
Page 4
17. 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.
18. 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
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Peter McPhun at 202-551-3581 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 with any
other
questions.
FirstName LastNameEdward J. Fitzgerald Sincerely,
Comapany NameEQT Exeter Real Estate Income Trust Inc.
Division of Corporation
Finance
November 11, 2022 Page 4 Office of Real Estate &
Construction
FirstName LastName