United States securities and exchange commission logo
March 29, 2024
Christopher P. Davis, Esq.
Partner, Kleinberg, Kaplan, Wolff & Cohen, P.C.
Erez REIT Opportunities LP
270 North Avenue, Suite 404
New Rochelle, NY 10801
Re: Erez REIT
Opportunities LP
Whitestone REIT
PREC14A filed March
19, 2024
Filed by Erez REIT
Opportunities LP et al.
File No. 001-34855
Dear Christopher P. Davis:
We have reviewed your filing 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
PREC14A filed March 19, 2024
General
1. Please use page numbers
in the filing.
2. Please mark as
preliminary the form of proxy. See Rule 14a-6(e)(1).
3. On the proxy card,
please list the Erez Nominees in alphabetical order by last name. See
Rule 14a-19(e)(4).
4. Please disclose that
the Trust's proxy statement can be accessed, without cost, on the
Commission's website.
See Item 7(f) of Schedule 14A.
5. On the third page, we
note the following disclosure: "The Participants represent that they
intend to, or are part
of a group which intends to, (i) deliver a proxy statement and form of
proxy to holders of at
least the percentage of the Trust s outstanding capital stock required
Christopher P. Davis, Esq.
FirstName
Erez REIT LastNameChristopher P. Davis, Esq.
Opportunities LP
Comapany
March NameErez REIT Opportunities LP
29, 2024
March2 29, 2024 Page 2
Page
FirstName LastName
to elect the Erez Nominees at the Annual Meeting and (ii) solicit the
holders of common
shares representing at least 67% of the voting power of common shares
entitled to vote on
the election of trustees in support of the Erez Nominees." Please
clarify the meaning of,
and reason for including, the first prong of that statement. Please
note that you should
deliver a universal proxy card to shareholders representing at least
67% of the voting
power. See Question 139.06 (December 6, 2022) of the Compliance and
Disclosure
Interpretations for Proxy Rules and Schedules 14A/14C.
Background to the Solicitation
6. Please define "Nomination Letter." Please also, for the January 30 and
February 1 entries,
change the verb tense for clarity.
7. Please provide additional detail regarding the following statement:
"Between February 7,
2024 and February 22, 2024, an advisor to Erez emailed an advisor to
the Trust requesting
to connect."
Quorum; Broker Non-Votes; Discretionary Voting
8. We note the references in this section to brokerage accounts receiving
materials "only
from one of the Trust or Erez." It is our understanding that the
reference to Erez may be
misplaced, for two reasons: (i) the Trust is likely to solicit all
shareholders and (ii) even if
the Trust does not solicit certain brokerage accounts, the relevant
brokers may not be able
to exercise discretionary authority under NYSE Rule 452 in such
circumstances. Please
revise, or advise.
Additional Participant Information
9. We note the following disclosure: "...incorporated herein by reference
to the Trust s proxy
statement on Schedule 14A filed with the SEC on March 31, 2023... ."
Such disclosure
appears to be potentially inconsistent with disclosure in the "Certain
Additional
Information" section, and also appears to be inconsistent with Rule
14a-5(c), which refers
to the omission of information contained in other proxy soliciting
material furnished "in
connection with the same meeting or subject matter." Please revise, or
advise.
Schedule I
10. Please reconcile the reference to October 3, 2023, in this schedule
with the reference to
October 2, 2023, in the "Background to the Solicitation" section.
Please also ensure the
accuracy and completeness of all transactions reported in Schedule I.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
Christopher P. Davis, Esq.
Erez REIT Opportunities LP
March 29, 2024
Page 3
FirstName LastNameChristopher P. Davis, Esq. Sincerely,
Comapany NameErez REIT Opportunities LP
Division of Corporation Finance
March 29, 2024 Page 3 Office of Mergers and
Acquisitions
FirstName LastName