|Proskauer Rose LLP 1001 Pennsylvania Avenue, NW Suite 600 South Washington, DC 20004-2533|
June 15, 2020
Erin M. Lett
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: David Gessert and Michael Clampitt
The Gladstone Companies, Inc.
Draft Offering Statement on Form 1-A (Submitted June 2, 2020)
Ladies and Gentlemen,
On behalf of The Gladstone Companies, Inc., a Delaware corporation (the Company), we hereby respond to the comment raised by the staff (the Staff) of the U.S. Securities and Exchange Commission regarding the Companys Offering Statement on Form 1-A (the Offering Statement) in a letter dated June 11, 2020 to David Gladstone, President and Chief Executive Officer of the Company. For your convenience, the Staffs comment is included in this letter, followed by the applicable response. Except as provided in this letter, terms used in this letter have the meanings given to them in the Offering Statement.
Offering Circular Summary
Recent Developments, page 7
We note your response to comment 3 and your updates to performance percentages and other metrics through December 31, 2019. Please confirm to us that there have not been any material changes to these percentages and metrics since December 31, 2019.
As of March 31, 2020, the Company confirms that there had not been any material changes to the performance percentages and other metrics set forth in the offering circular as of December 31, 2019. As noted in the Recent Developments section of the offering circular, the full impact of the COVID-19 pandemic and the resulting economic downturn remains unknown. While the Company expects that there will be a negative impact on certain of the fees received from the Existing Gladstone Funds, until such funds produce their financial statements as of and for the period ending June 30, 2020, the Company cannot reliably estimate the magnitude of such impact on its fee revenue, performance percentages or other metrics.
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June 15, 2020
The Company will arrange to have FINRA call the Staff or provide the Staff with a letter prior to the qualification of the Form 1-A indicating that FINRA has no objections to the compensation arrangements discussed in the offering circular.
If you have any questions, please feel free to contact the undersigned by telephone at 202.416.6829 (or by email at firstname.lastname@example.org) or William J. Tuttle by telephone at 202.416.6860 (or by email at email@example.com). Thank you for your cooperation and attention to this matter.
/s/ Erin M. Lett
Erin M. Lett
cc: David Gladstone, The Gladstone Companies, Inc.
Michael Malesardi, The Gladstone Companies, Inc.
Michael LiCalsi, The Gladstone Companies, Inc.
William J. Tuttle, Proskauer Rose LLP