Exhibit 15.a1

 

Lillian Brown

+1 202 663 6743 (t)

+1 202 663 6363 (f)

lillian.brown@wilmerhale.com

September 1, 2020

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549-3010

Re: Landa App LLC

Draft Offering Statement on Form 1-A

Submitted July 20, 2020

CIK 0001815103 

Dear Division of Corporate Finance, Office of Real Estate & Construction:

This letter is submitted on behalf of Landa App LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance, Office of Real Estate & Construction (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated August 14, 2020 (the “Comment Letter”), relating to the Company’s offering of membership interests by certain series registered under the Company (the “Offering Statement”). The responses provided are based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The Company is concurrently confidentially submitting an amendment to the Offering Statement (the “Amended Offering Statement”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Offering Statement. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Offering Statement.

Form 1-A

General

1. We note your disclosure that investors will be able to access additional information about each series on the Landa App, specifically on the "applicable Property Page," that may include projected rental income, neighborhood statistics and comparable properties in the relevant market, rental history, general updates about the condition of the property and estimated monthly distributions. Please clarify if you also intend to include such information in the offering circular. In this respect, please note that all material information that investors would need to make an investment decision must be included in the offering circular at the time of qualification.

Response to Comment No. 1

In response to the Staff’s comment, the Company confirms its understanding that all material information that investors would need to make an investment decision must be included in the offering circular at the time of qualification. The Company has added a new section of the Amended Offering Statement entitled “Description of Properties” beginning on page 43, and has added to the sections entitled “Offering Summary” on page 9 and “Use of Proceeds” on page 28 to include the material additional information about each registered series of the Company (each, a “Series,” and collectively, the “Series”) and the eight (8) properties underlying each Series (each, a “Property,” and collectively, the “Properties”) that will be accessible to investors on the Landa App.

 

September 1, 2020 Page 2

Offering Summary, page 9

2. We note that each of your leases is for a 12 month period. Please also disclose the lease termination date for each lease.

Response to Comment No. 2

In response to the Staff’s comment, the Company has added disclosure in the “Offering Summary” section on pages 9-11 of the Amended Offering Statement with regard to the lease termination date for each lease.

Risk Factors

The COVID-19 pandemic may adversely affect our business, page 16

3. Please expand your disclosure to address the specific impacts of COVID-19 on your properties. For example, please advise if your leases have been fully paid, or whether your tenants have made any rent relief requests.

Response to Comment No. 3

In response to the Staff’s comment, the Company has revised the risk factors entitled “The COVID-19 pandemic has adversely affected and may further adversely affect our business,” “Properties that have significant vacancies could be difficult to sell, which could diminish the return on these Properties” and “Each Series will depend on tenants for its revenue, and lease defaults or terminations could reduce its net income and limit its ability to make distributions to investors” on pages 16 and 18 of the Amended Offering Statement, to address the specific impacts of COVID-19 on the Properties and tenants.

Advertising, Sales and other Promotional Materials, page 52

4. We note that you intend to use additional advertising, sales and other promotional materials in connection with your offering and that such materials "are not to be considered part of this Offering Circular." Please clarify if these materials are the types of communications contemplated by Rule 255 and revise to clarify that such information will be filed with the offering circular pursuant to Item 17 of Part III of Form 1-A or advise.

Response to Comment No. 4

In response to the Staff’s comment, the Company has revised the disclosure in the section entitled “Advertising, Sales and other Promotional Materials” on page 61 of the Amended Offering Statement to clarify that all material information with respect to the Series’ offerings will be set forth in the offering circular. In addition, the Company advises the Staff that all advertising, sales and other promotional materials used in connection with the offering will comply with Rule 255 and will be filed with the offering circular pursuant to Item 17 of Part III of Form 1-A. The Company has revised the disclosure on page 61 of the Amended Offering Statement to make reference to such exhibits.

September 1, 2020 Page 3

Financial Statements, page 70

5. We note that you have provided audited financial statements of Landa App LLC at December 31, 2019. We further note your statement on page F-15 that the Company and each Series had no activity as of December 31, 2019, and therefore has not presented its historical balance sheet or historical operations separately. Please tell us what intent you have to provide separate financial statements and obtain separate audit opinions for the Company and each individual Series for future periods. For reference see Question 104.01 of the Compliance and Disclosure Interpretations for the Securities Act Sections.

Response to Comment No. 5

The Company is a limited liability company with Series organized pursuant to Section 18-218 of the Delaware Limited Liability Company Act (the “LLC Act”).  Section 18-218(c) of the LLC Act provides that, if certain conditions are met, then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such series shall be enforceable against the assets of such series only, and not against the assets of the limited liability company generally or any other series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of such series. Further, Section 18-218(c) of the LLC Act provides that records maintained for a series that reasonably identify its assets, including by specific listing, category, type, quantity, computational or allocational formula or procedure (including a percentage or share of any asset or assets) or by any other method where the identity of such assets is objectively determinable, will be deemed to account for the assets associated with such series separately from the other assets of the limited liability company, or any other series thereof. Since the Company desires to keep the debts, liabilities, obligations and expenses separate between its Series, and desires the assets to similarly be treated separately held by each Series, the Company plans to maintain separate books and records with respect to assets, liabilities, and other financial matters and the Company will provide Company-level and Series-level disclosure in its financial statements as described below.

The Company has reviewed Question 104.01 of the Compliance and Disclosure Interpretations for the Securities Act Sections (“Question 104.01”), and consistent with Question 104.01, the Company intends to provide applicable disclosures in its reports on Forms 1-K, 1-SA, and 1-U, and in any subsequent reports under the Securities Exchange Act of 1934, as amended, on a Company basis, as well as on a Series basis for each Series of the Company whose securities have been qualified under Regulation A. Such reports will include (1) Company-level and Series-level balance sheets, Company-level and Series-level statements of operations, Company-level and Series-level statements of changes in members’ equity, Company-level and Series-level statements of cash flows and Company-level audit opinions, (2) business and Property descriptions, (3) risk factor disclosures, if applicable and (4) evaluations and disclosure about the effectiveness of disclosure controls and procedures and internal controls and procedures, to the extent required for the Company on the applicable form.

September 1, 2020 Page 4

The Company intends to present future financial statements for each series on a combined basis in accordance with ASC 810, as each series is under common control and management of the Manager, Landa Holdings, LLC. The Company will obtain one audit opinion covering the combined financial statements in total and for each series listed in the financial statements.

We believe this approach is consistent with other similar series limited liability companies, including RSE Collection, LLC and Otis Gallery, LLC.

6. We note your disclosure that Landa Properties LLC acquired the properties in November 2019. We further note that you have presented a Pro Forma Statement of Operations for the period from November 25, 2019 through December 31, 2019 and Statements of Revenues and Certain Operating Expenses for the period from November 25, 2019 through December 31, 2019. Please address the following:

● Please tell us if all the properties were purchased by Landa Properties LLC from the same seller or from multiple sellers. To the extent the properties were purchased from multiple sellers, tell us how many sellers and if any of these sellers were related parties to any other sellers.

● Please tell us how these properties were managed prior to purchase by Landa Properties LLC.

● Please tell us if there is any relationship between the prior manager(s) and Landa Properties LLC.

● Please tell us if the properties had a rental history prior to November 25, 2019.

● Please tell us if there have been significant renovations to the properties in the last two years.

● Please tell us if you expect any significant renovations to the properties in the near future.

Response to Comment No. 6

In response to the Staff’s comment, the Company advises the Staff that in July 2020, the Company acquired each of the eight (8) Properties underlying the Series from Landa Properties, LLC, an affiliate of Landa App LLC. Landa Properties, LLC had previously acquired six (6) of the Properties from Yovel Properties A, LLC and the remaining two (2) Properties from 2172 Stockbridge, LLC. Neither Yovel Properties A, LLC nor 2172 Stockbridge, LLC owns or controls, is owned or controlled by, or is under common ownership or control with, Landa Properties, LLC or Landa App LLC. Prior to the acquisition of the Properties by Landa Properties LLC, the Properties were managed by Metes & Bounds Realty, LLC. Metes & Bounds Realty, LLC does not own or control, is not owned or controlled by, or is under common ownership or control with, Landa Properties, LLC or Landa App LLC.

September 1, 2020 Page 5

Each of the Properties were previously occupied prior to their acquisition by Landa Properties, LLC and had rental history prior to November 25, 2019. To the Company’s knowledge, none of the Properties underwent a significant renovation in the last two years. The Company will provide disclosure in the offering circular of any expected significant renovations to any Property, if it becomes aware of such expected renovations.

Part III – Exhibits, page 72

7. Please file the leases associated with each property in accordance with Item 17(6)(b) of Part III of Form 1-A or advise.

Response to Comment No. 7

The Company has filed the leases associated with each Property as an exhibit to the Amended Offering Statement, in accordance with Item 17(6)(b) of Part III of Form 1-A.

Exhibit 11.1, page 72

8. Please confirm that you will include a consent from Marcum LLP in a future amendment that references all audit reports provided within the filing.

Response to Comment No. 8

The Company confirms that will include a consent from Marcum LLP in a future amendment that references all audit reports provided within the filing of the Amended Offering Statement.

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (202) 633-6743 or Neeraj Kumar at (732) 236-0910.

Sincerely,

/s/ Lillian Brown

cc:	Via E-mail
	Yishai Cohen, Chief Executive Officer
	Neeraj Kumar, Senior Corporate Counsel
		Landa Holdings, Inc.
	Bruce Roff, Partner
	Daniel Laidlaw, Senior Manager
		Marcum LLP

 

  October 29, 2020 VIA EDGAR AND OVERNIGHT MAIL Lillian Brown   +1 202 663 6743 (t) +1 202 663 6363 (f) lillian.brown@wilmerhale.com

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Re: Landa App LLC

Amendment No. 1 to Draft Offering Statement on Form 1-A

Submitted September 2, 2020

CIK 0001815103

Ladies and Gentlemen:

This letter is submitted on behalf of Landa App LLC (the “Company”) in response to comments from the staff of the Division of Corporation Finance, Office of Real Estate & Construction (the “Staff”) of the Securities and Exchange Commission in a letter dated October 6, 2020 (the “Comment Letter”), relating to the Company’s proposed offering of membership interests by certain series registered under the Company pursuant to an offering statement on Form 1-A (the “Offering Statement”), as amended. The responses provided are based upon information provided to Wilmer Cutler Pickering Hale and Dorr LLP by the Company. The Company is concurrently confidentially submitting an amendment to the Offering Statement (the “Amended Offering Statement”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Offering Statement. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Offering Statement.

Amendment No. 1 to Draft Offering Statement on Form 1-A

General

1. We note your response to comment 1. Please clarify if you intend to provide information about the properties on the Landa Mobile App that will not also be disclosed in the offering circular prior to qualification. For example, we note disclosure on page 60 directs potential investors to review information that is available elsewhere, such as on the Landa Mobile App, in addition to the offering circular and any supplements thereto as well as your disclosure regarding additional sales materials on page 61. To the extent there will be information not disclosed in the offering circular, please identify such information and provide us with your analysis as to why it is not material to investors.

Response to Comment No. 1

The Company confirms that all material information will be disclosed in the offering circular prior to qualification. In this regard, and in response to the Staff’s comment, the Company has revised the section entitled “Description of the Properties” beginning on page 39 of the Amended Offering Statement to include additional information about the eight (8) properties (each a “Property,” and collectively, the “Properties”) underlying the registered series of the Company (each, a “Series,” and collectively, the “Series”), including Property appraisals and a description of each Property. In addition, the Company will file screenshots of the applicable Property Pages on the Landa Mobile App as exhibits to the Offering Statement, as well as all material documents and information relating to each Property, including deeds, appraisals, settlement statements, inspection reports and tax documents, to the extent such documents are available . Therefore, there will be no information on the Property Pages (or otherwise in the Landa Mobile App) that is not disclosed in the offering circular or within exhibits to the Offering Statement.

 

 

October 29, 2020

Page 2

2. We note that you discuss the potential secondary trading of your securities through a "Secondary Trading Platform." Please revise to discuss the status of such platform in more detail. For example, please clarify if you have identified a registered broker-dealer as referenced on the cover page of your offering circular.

Response to Comment No. 2

The Company intends to permit users that are registered on the Landa App to resell shares to other registered users through a secondary trading platform, which is expected to be operated by an independent third-party broker-dealer engaged by Landa Holdings, Inc., as the manager. The Company is currently in active discussions with a third-party registered broker-dealer (the “Broker Dealer”) that maintains an alternative trading system and will provide broker dealer services in connection with any secondary trading platform. The Company has included revised language on the cover page and throughout the Amended Offering Statement accordingly and, once the Company has entered into an agreement with the Broker Dealer, the Company will file an amendment to the Amended Offering Statement to include, among other things, the identity of the Broker Dealer, any additional information about the secondary trading platform, any fees associated with maintaining the secondary trading platform, and any material agreements.

Risk Factors

The COVID-19 pandemic has adversely affected and may further adversely affect our business, page 16

3. We note your response to comment 3. Please identify the properties that have been adversely affected. In addition, with respect to the two tenants who were granted waivers for late fees, please clarify if the waiver only applied to the late fees associated with a late payment and whether the tenants were able to eventually pay rent for the months affected.

Response to Comment No. 3

In response to the Staff’s comment, the Company has revised the risk factors entitled “The COVID-19 pandemic has adversely affected and may further adversely affect our business” and “Properties that have significant vacancies could be difficult to sell, which could diminish the return on these Properties” on pages 14 and 16 of the Amended Offering Statement respectively, to identify the Properties that have been adversely affected, clarify that the waivers only applied to the late fees associated with a late payment, and state whether the tenants were able to eventually pay rent for the months affected.

Description of the Properties, page 43

4. It appears that you are projecting an initial dividend amount. Please revise your filing to include a distribution table for each property.

Response to Comment No. 4

In response to the Staff’s comment, the Company has included a “Distribution Policy” section beginning on page 47 of the Amended Offering Statement that includes a distribution table representing calculations for each Property.

 

October 29, 2020

Page 3

Financial Statements, page F-1

5. We note your response to comment 5 that you will include Company-level audit opinions. We further note your response states that you will obtain one audit opinion covering the combined financial statements in total and for each series listed in the financial statements. Please clarify whether you anticipate obtaining an audit opinion for the Company only or an audit opinion for the Company and each series. In your response, please also clarify whether in preparing these reports, your auditor will assess materiality at the Company level and at the separate series level.

Response to Comment No. 5

The Company anticipates obtaining an audit opinion for the Company’s financial statements including the Series’ financial statements included therein, in which the Company’s independent auditor will assess materiality at the Company level and at the separate Series level.

6. We note your response to comment 6 and your revisions to the filing, please address the following with respect to the eight properties acquired in July 2020.

● Please clarify whether or not these properties were managed by Landa Holdings LLC while they were owned by Landa Properties LLC, and if so, please clarify if the terms of the management agreement were the same while owned by Landa Properties LLC and while owned by you.

● Please tell us the leasing, management, and development activities that the management company has performed since the acquisition of these eight properties from the third party sellers.

● Please clarify whether any mortgage debt was assumed by Landa Properties, LLC, in connection with the purchase of the eight properties from third parties, and clarify whether you assumed any mortgage debt when you acquired these properties from Landa Properties, LLC.

● Please tell us what efforts have been made to obtain financial statements or other financial information from the third-party sellers of the eight properties for the periods prior to the acquisition of these properties by Landa Properties, LLC.

● Please tell us what expenses are included in your pro forma statements of operations and what expenses are included in your historical statements of revenues and certain operating expenses of the eight properties, and please tell us if there are any expense items that are excluded from your historical statements of revenues and certain operating expenses that will be comparable to future operations.

● Please clarify if you will record the properties at the same basis that Landa Properties LLC recorded them upon acquisition from the third party sellers.

Response to Comment No. 6

The Company confirms that prior to the acquisition by Landa App LLC, the Properties were managed by Landa Holdings, Inc. for the period that such Properties were owned by Landa Properties LLC, and the terms of the management arrangements were substantially the same as the terms of the management agreements by and between Landa App LLC and each of the Series.

 

October 29, 2020

Page 4

Between the acquisitions of the Properties by Landa Properties LLC in November 2019 and the acquisitions of the Properties by Landa App LLC in July 2020, Landa Holdings, Inc., through its personnel, marketed the Properties and solicited new tenants, performed day-to-day maintenance and made routine repairs to the Properties.

In connection with the acquisition of the Properties, Landa Properties LLC did not assume any mortgage debt from the third-party sellers. The Company also confirms that neither the Company, nor any Series, assumed any mortgage debt when it acquired the Properties from Landa Properties LLC.

Landa Holdings, Inc. (the manager of Landa Properties LLC, the Company and each Series) contacted a representative of the third-party sellers of the Properties and was informed that the sellers do not have historical financial information readily available. The Company does not believe that further efforts would result in obtaining historical financial information and, in any event, any information that might be obtained would be unreliable.

The operating expenses, as reflected in the Company’s pro forma Statement of Operations, include each Property’s Homeowners’ Association fees, insurance, taxes, and property management fees. Included in Other expenses was depreciation and mortgage interest expense. The historical financial statements include each Property’s operating expenses, as well as additional one-time expenses that resulted from the acquisition of the properties from Landa Properties LLC (e.g., fees associated with property assessments, legal, etc.). In preparing the historical financial statements, the Company did not include depreciation and mortgage interest on the Properties as the basis for calculating each expense adjusted as a result of the asset acquisition.

The Company confirms that it will record the Properties at the same basis that Landa Properties LLC recorded them upon acquisition from the third-party sellers.

7. We note your disclosure that you intend to acquire an additional 10 properties from Landa Properties LLC prior to qualification of this Offering Circular. Please provide additional details about the intended acquisition of these 10 properties, including, but not limited to, if you determined the acquisition of these 10 properties is probable. In your response, please tell us how you considered if this Offering Circular will or will not include series that hold these 10 properties in your assessment of probability.

Response to Comment No. 7

In response to the Staff’s comment, the Company advises that it no longer intends to acquire any of the additional ten (10) properties (the “LP Properties”) from Landa Properties LLC and therefore, no longer deems such acquisitions probable. In this regard, the Company confirms that it has not entered into, and is not currently party to, any agreement to acquire the LP Properties and that it is no longer contemplating such acquisitions. Title to each of the LP Properties is held by Landa Properties LLC. Accordingly, the Company has removed all references to the LP Properties in the Amended Offering Statement.

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (202) 663-6743 or Neeraj Kumar at (732) 236-0910.

Sincerely,

/s/ Lillian Brown

cc: Via E-mail

Yishai Cohen, Chief Executive Officer

Neeraj Kumar, Senior Corporate Counsel

Landa Holdings, Inc.

Bruce Roff, Partner

Daniel Laidlaw, Senior Manager

Marcum LLP