0001144204-11-025086.txt : 20110616 0001144204-11-025086.hdr.sgml : 20110616 20110429164325 ACCESSION NUMBER: 0001144204-11-025086 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTSTONE VALUE PLUS REAL ESTATE INVESTMENT TRUST II INC CENTRAL INDEX KEY: 0001436975 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 830511223 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 326 THIRD STREET CITY: LAKEWOOD STATE: NJ ZIP: 08701 BUSINESS PHONE: 732 367 0129 MAIL ADDRESS: STREET 1: 326 THIRD STREET CITY: LAKEWOOD STATE: NJ ZIP: 08701 CORRESP 1 filename1.htm Unassociated Document
Lightstone Value Plus Real Estate Investment Trust II, Inc.
 
1985 Cedar Bridge Ave., Suite 1
Lakewood, New Jersey 08701

 
April 29, 2011
 
VIA EDGAR
 
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Michael McTiernan
 
 
Re:
Lightstone Value Plus Real Estate Investment Trust, Inc.
 
Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 5 to Form S-11
 
Filed April 22, 2011
 
File No. 333-151532
 
 
Form 10-K for Fiscal Year Ended December 31, 2010
 
Filed March 31, 2011
 
File No. 000-54047
 

Dear Mr. McTiernan:

On behalf of Lightstone Value Plus Real Estate Investment Trust II, Inc. (the “Company”), I am submitting this letter in response to the written comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in your letter, dated April 27, 2011 (the “Comment Letter”) with respect to Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 5 to the Registration Statement on Form S-11 filed by the Company with the Commission on April 22, 2011 (No. 333-151532) (the “Registration Statement”) and the Form 10-K for Fiscal Year Ended December 31, 2010 filed March 31, 2011.

Certain of the Staff’s comments call for explanation of, or supplemental information as to, various matters relating to disclosures provided in the Registration Statement.  Responses to these comments are set forth in this letter or in Pre-Effective Amendment No. 2 to Post-Effective Amendment No. 5 to the Registration Statement.  Pre-Effective Amendment No. 2 to Post-Effective Amendment No. 5 to the Registration Statement was filed by the Company today.
 
The responses are set forth below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment Letter.  For the convenience of the Staff, each of the comments from the Comment Letter is restated in bold italics prior to the response.
 
 
1
 
 
Specific Investments, page 132
 
1.
Please disclose the weighted average capitalization rates for acquisitions and dispositions made since your last Guide 5 20D updating post-effective amendment.  Please also disclose how you calculate capitalization rates and describe any assumptions used.  Please provide similar disclosure in your future Exchange Act periodic reports for the applicable reporting period.
 
Please note that the prospectus has been revised on pages 134, 137 and 138 to disclose the weighted average capitalization rates for acquisitions and dispositions made since the Company’s last Guide 5 20D updating post-effective amendment and with respect to how capitalization rates are calculated, including a description of any assumptions used.  The Company undertakes to provide similar disclosure in its future Exchange Act periodic reports.
 
Funds from Operations and Modified Funds from Operations, page 154
 
2.
Please revise this section to more clearly explain how MFFO is useful to an investor.  To the extent you believe that MFFO is a useful measure for investors to evaluate historical performance, please provide more detailed disclosure on why, particularly given that the measure may exclude significant acquisition costs and impairments, both of which may have reduced the value of the shares offered, and both of which relate to key aspects of your buy and hold strategy.  Please also specify in detail the limitations for an investor of using MFFO as a historical performance measure.  Alternatively, if you believe that MFFO may be a useful for an investor assessing the sustainability of current performance in the future, after the acquisition stage, please provide more detailed disclosure on the limits of this usefulness.  To the extent you include disclosure on the usefulness of the measure to management, please clearly separate this discussion from the discussion of the usefulness to investors.
 
Please note that the prospectus has been revised on pages 154-156 to (1) more clearly explain how MFFO is useful to an investor, (2) explain that MFFO is not a historical performance measure, (3) disclose in detail the limits of MFFO’s usefulness and (4) clearly separate the usefulness to investors discussion from the discussion of the usefulness to management.
 
3.
Refer to your reconciliation tables on page 155 and 156.  Please reconcile MFFO from GAAP net loss through NAREIT FFO in one table.  In addition, please accompany the FFO per share disclosure with net income/(loss) per share disclosure.
 
Please note that the prospectus has been revised on page 156 to reconcile MFFO from GAAP net loss through NAREIT FFO in one table and to include the FFO per share disclosure with net income/(loss) per share disclosure.
 

 
2
 


Thank you for your prompt attention to this matter. I look forward to hearing from you at your earliest convenience.  I can be reached by telephone at 732-367-0129 x2168 or by email at jteichman@lightstonegroup.com.


 
Yours truly,
  
     
 
/s/ Joseph E. Teichman
  
 
Joseph E. Teichman
  
 
General Counsel
  






 
3