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September 23, 2019
John Albright
President and Chief Executive Officer
Alpine Income Property Trust, Inc.
1140 N. Williamson Blvd., Suite 140
Daytona Beach, Florida 32114
Re: Alpine Income Property Trust, Inc.
Draft Registration Statement on Form S-11
Submitted August 27, 2019
CIK No. 0001786117
Dear Mr. Albright:
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.
Form S-11 filed on August 27, 2019
General
1. 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.
2. Please provide us with copies of all graphics, maps, photographs, and
related captions or
other artwork including logos that you intend to use in the prospectus.
Such graphics and
pictorial representations should not be included in any preliminary
prospectus distributed
to prospective investors prior to the time we complete our review of
such artwork.
John Albright
FirstName LastNameJohn Albright
Alpine Income Property Trust, Inc.
Comapany 23, 2019
September NameAlpine Income Property Trust, Inc.
September 23, 2019 Page 2
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FirstName LastName
Cover Page
3. We note your disclosure that you intend to be taxed as a REIT for
federal income tax
purposes beginning with the taxable year ended December 31, 2019.
Please update this
disclosure to clarify if you meet the requirements and whether you
qualify as a REIT.
Summary, page 1
4. We note your statement that your properties are primarily triple net
leased. Please revise
to clarify what percentage of your portfolio is triple net leased. In
addition, please revise
your disclosure in an appropriate section to more specifically
describe how you will
consistently monitor the creditworthiness of your tenants.
5. We note your disclosure on page 9 that you intend to use proceeds from
this offering to
pay the cash purchase price of 15 properties contributed by CTO as
well as issue OP units
in exchange for four additional properties to be contributed. We
further note your
disclosure on page 39 that you did not obtain third party appraisals
for these properties.
Please revise to specifically describe how you determined the fair
value of each of these
properties. In addition, please revise to specifically describe the
criteria management used
to determine the 19 properties to be contributed to you as CTO appears
to continue to hold
similar properties.
6. We note that you will pay management fees, including a base management
fee and an
incentive management fee, to your external manager. Please revise to
provide an estimate
of these management fees for the first year based on the offering
amount to be raised.
7. We note your disclosure that "[o]nly three of our initial portfolios
15 tenants contributed
more than 6% of our initial portfolios annualized base rent as of June
30, 2019." Please
revise to balance your disclosure with a discussion that your largest
tenant contributed
26% of your annualized base rent and your second largest tenant
contributed 19% of your
annualized base rent.
8. We note your disclosure regarding your intended strategic targets for
your portfolio.
Please revise to balance this disclosure in your summary with a
description of your current
portfolio metrics as compared to your intended targets.
Growth Pipeline, page 5
9. Please tell us whether it is probable that you will acquire any of the
properties identified in
either your Third-Party Pipeline or Pipeline from CTO. Provide us with
a discussion of
the status of any pending acquisitions in your response.
10. We note your disclosure on page 5 that "CTO is currently reviewing
acquisition
opportunities of single-tenant, net leased properties from
third-parties . . . ." Please
describe your criteria for determining when you include a property in
your pipeline or
John Albright
FirstName LastNameJohn Albright
Alpine Income Property Trust, Inc.
Comapany 23, 2019
September NameAlpine Income Property Trust, Inc.
September 23, 2019 Page 3
Page 3
FirstName LastName
properties under evaluation, explain how you have identified such
properties, clarify
whether you have any relationship with the sellers, including whether
or not there is some
type of contractual obligation, such as a right of first offer, and
discuss the impact of
timing and due diligence.
Distribution Policy, page 66
11. Please confirm for us that your calculation of estimated cash
available for distribution will
include an adjustment for straight-line rent as well as any other
non-cash revenue or
expense items.
12. Please tell us what the recurring capital expenditures have been for
the initial portfolio for
the past three years. To the extent there have been significant
recurring capital
expenditures during this period, explain to us why you do not believe
an estimate for such
amounts should be included in your calculation of cash available for
distribution.
Dilution, page 71
13. We note your tabular disclosure regarding continuing investors and net
investors.
Please explain to us how you determined the amounts to be included in
the table and how
the table reflects the public contribution and the effective cash
contribution of affiliated
persons. As part of your response, please tell us how you considered
the value of the
properties to be purchased from CTO with offering proceeds.
Exclusive Forum, page 167
14. We note that your forum selection provision identifies a state court
located within the
State of Maryland (or, if that court does not have jurisdiction, the
United States District
Court for the District of Maryland, Baltimore Division) as the
exclusive forum for certain
litigation, including any "derivative action." Please disclose whether
this provision
applies to actions arising under the Securities Act or Exchange Act.
If so, please also state
that there is uncertainty as to whether a court would enforce such
provision. If the
provision applies to Securities Act claims, please also state that
investors cannot waive
compliance with the federal securities laws and the rules and
regulations thereunder. In
that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
for federal and state courts over all suits brought to enforce any
duty or liability created by
the Securities Act or the rules and regulations thereunder. If this
provision does not apply
to actions arising under the Securities Act or Exchange Act, please
also ensure that the
exclusive forum provision in the governing documents states this
clearly, or tell us how
you will inform investors in future filings that the provision does
not apply to any actions
arising under the Securities Act or Exchange Act.
Formation Transactions, page F-2
15. Please tell us, and expand your disclosure to discuss, how you intend
to account for your
John Albright
Alpine Income Property Trust, Inc.
September 23, 2019
Page 4
formation transactions. Your response and revised disclosure should
include a discussion
of which entity has been identified as the acquirer in the transaction
and the basis for your
conclusion.
Unaudtied Pro Forma Consolidated Financial Statements
Note [B], page F-5
16. Please expand your footnote disclosure to include disaggregated
information about all
adjustments made to reflect your formation transactions. Your revised
disclosure should
include a discussion of how each adjustment is determined.
You may contact Peter McPhun, Staff Accountant, at 202-551-3581 or
Robert Telewicz,
Accounting Branch Chief, at 202-551-3438 if you have questions regarding
comments on the
financial statements and related matters. Please contact Josh Lobert, Staff
Attorney, at 202-551-
7150 or Jennifer Gowetski, Senior Counsel, at 202-551-3401 with any other
questions.
Sincerely,
FirstName LastNameJohn Albright
Division of
Corporation Finance
Comapany NameAlpine Income Property Trust, Inc.
Office of Real
Estate and
September 23, 2019 Page 4 Commodities
FirstName LastName