United States securities and exchange commission logo
August 11, 2023
W. L. Perch Nelson
Chief Executive Officer
American Hospitality Properties REIT II, Inc.
14643 Dallas Parkway, Suite 970
Dallas, TX 75201
Re: American
Hospitality Properties REIT II, Inc.
Amendment No. 1 to
Draft Offering
Statement on Form 1-A
Submitted July 24,
2023
CIK No. 0001977210
Dear W. L. Perch Nelson:
We have reviewed your amended draft offering 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 offering statement or publicly filing your offering
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 any amendment
to your draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.
Amendment No. 1 to Draft Offering Statement on Form 1-A filed July 24,
2023
General
1. We note your response
to comment 23. With a view towards disclosure, please provide
additional details
regarding your calculation of net asset value ("NAV"), including:
who is ultimately
responsible for your NAV calculation;
a breakdown of your
NAV calculation showing its components;
a discussion of any
key assumptions made in your NAV calculation; and
a quantitative
illustration of the sensitivity of the valuation to a percentage change in
one or more key
assumptions.
W. L. Perch Nelson
American Hospitality Properties REIT II, Inc.
August 11, 2023
Page 2
In addition, with respect to future filings, please confirm that you
will provide a
comparative breakdown of NAV components for comparable period valuations
and the
results of historical NAV calculations. We may have further comments.
Plan of Distribution, page 36
2. We note your updated disclosure in response to comment 5 and reissue the
comment in
part. Please specifically discuss whether investors who submit a
subscription agreement
have the right to request a return of their subscription payment and, if
so, the timeframe
required for such a request.
Management Compensation, page 56
3. We note your response to comment 11 and reissue the comment in part.
Your offering
circular retains references to an asset management fee to be received
quarterly (page F-10)
and monthly (page 57). Please reconcile your disclosure.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 with any
other questions.
Sincerely,
FirstName LastNameW. L. Perch Nelson
Division of Corporation
Finance
Comapany NameAmerican Hospitality Properties REIT II, Inc.
Office of Real Estate &
Construction
August 11, 2023 Page 2
cc: Kenneth L. Betts
FirstName LastName