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590 Madison Avenue, 33rd Floor New York, NY 10022
212-287-2119
July 31, 2025 |
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VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attention: Ameen Hamady and Isaac Esquivel
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| Re: | BrightSpire Capital, Inc. | | | |
| Form 10-K for the year ended December 31, 2024 | |
| File No. 001-38377 | | | |
Dear Mr. Hamady and Mr. Esquivel:
This letter sets forth the response of BrightSpire Capital, Inc. (the “Company”) to the comment from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) in a letter dated July 18, 2025 (the “Comment Letter”) regarding the above referenced filings.
For ease of review, the Company has set forth below in bold type the numbered comment of the Staff in the Comment Letter, with the Company’s response thereto immediately following the comment.
Form 10-K for year ended December 31, 2024
Non-GAAP Supplemental Financial Measures
Undepreciated Book Value Per Share, page 60
1.We note your presentation of undepreciated book value and undepreciated book value per share as non-GAAP financial measures. In regard to your presentation please address the following
•Revise your disclosure regarding the definition of undepreciated book value as it does not appear to address all the items that are being adjusted from the most directly comparable GAAP measure, which appears to be stockholders’ equity excluding noncontrolling interests in investment entities. Specifically,
your definition does not appear to discuss non-GAAP impairment of real estate as an adjustment; and
•Expand your disclosure to indicate that the non-GAAP impairment adjustment is itself a non-GAAP financial measure, provide a reconciliation to its most directly comparable GAAP measure and expand your disclosure to discuss the usefulness of such measure.
Refer to Item 10(e) of Regulation S-K.
Response to Comment No. 1:
In the Company’s future filings, the Company will enhance its disclosures regarding undepreciated book value and undepreciated book value per share (with additions underlined and deletions indicated by strikethroughs in the paragraph below) and to include a reconciliation of non-GAAP impairment of real estate as follows:
Undepreciated Book Value Per Share
We believe that presenting undepreciated book value per share is a more useful and consistent measure of the value of our current portfolio and operations for our investors as it. It additionally enhances the comparability to our peers who do not hold similar real estate investments. Undepreciated book value per share excludes our share of accumulated depreciation and amortization on real estate investments (including related intangible assets and liabilities) and as of the quarter ended June 30, 2024, includes non-GAAP impairment of real estate and any related foreign currency translation. Non-GAAP impairment of real estate and foreign currency translation excludes is a non-GAAP measure that reflects our share of a property’s the carrying value (including any related foreign currency translation) on certain net leased and other real estate office properties whose non-recourse mortgages have matured mature within 12 months or who have been placed in a cash flow sweep by their lender. Our ability to refinance at their maturity dates is burdened by the current interest rate environment, lenders’ aversion to finance or refinance office properties and/or associated improvements or paydowns potentially demanded at such properties. Loan maturity defaults can and have ledlead to foreclosures. Cash flow sweeps restrict our ability to utilize earnings generated by a property. Given this potential likelihoodAs such, we believe it is prudent to recognize impairments and exclude our share of the carrying value related to these properties.
The following table calculates our GAAP book value per share and undepreciated book value per share ($ in thousands, except per share data):
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Stockholders’ equity excluding noncontrolling interests in investment entities | XX | | XX |
Accumulated depreciation and amortization | XX | | XX |
Non-GAAP impairment of real estate | XX | | XX |
Foreign currency translation | XX | | XX |
| Undepreciated book value | XX | | XX |
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| | | |
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| GAAP book value per share | XX | | XX |
Accumulated depreciation and amortization per share | XX | | XX |
Non-GAAP impairment of real estate | XX | | XX |
Foreign currency translation | XX | | XX |
Undepreciated book value per share | XX | | XX |
| Total outstanding shares - Class A common stock | XX | | XX |
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Impairment attributable to BrightSpire Capital, Inc. | XX | | XX |
| Adjustments: | | | |
| Current year non-GAAP impairment of operating real estate | XX | | XX |
| Non-GAAP impairment as of prior fiscal year-end | XX | | XX |
| Impairment attributable to BrightSpire Capital, Inc. | (XX) | | (XX) |
| Non-GAAP impairment of real estate | XX | | XX |
* * * * *
The Company acknowledges that it is responsible for the accuracy and adequacy of the disclosure in its filings, notwithstanding any review, comments, action or absence of action by the Staff.
Should the Staff have any questions or comments, or would like additional information, please do not hesitate to contact me at (212) 287-2119.
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| Very truly yours, |
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| BrightSpire Capital, Inc. |
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| By: /s/ Frank V. Saracino |
| Name: Frank V. Saracino |
| Title: Chief Financial Officer |
| | | | | | | | | | | | | | |
| cc: | David Palamé | | | |
| BrightSpire Capital, Inc. | | | |
| David W. Bonser | | | |
| Tifarah R. Allen | | | |
| Hogan Lovells US LLP | | | |
| Eric Rubin | | | |
| Rivi Harari | | | |
| Deloitte & Touche LLP | | | |
| Tom Beversluis | | | |
| Andrew Harvazinski | | | |
| Ernst & Young LLP | | | |
