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United States securities and exchange commission logo
March 18, 2022
Frank Saracino
Chief Financial Officer
BrightSpire Capital, Inc.
590 Madison Avenue, 33rd Floor
New York, NY 10022
Re: BrightSpire
Capital, Inc.
Form 10-K for the
fiscal year ended December 31, 2021
Filed February 22,
2022
File No. 001-38377
Dear Mr. Saracino:
We have limited our review of your filing to the financial
statements and related
disclosures 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 within ten business days 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.
Form 10-K for the fiscal year ended December 31, 2021
Item 7. Management s Discussion and Analysis of Financial Condition
and Results of
Operations
Non-GAAP Supplemental Financial Measures, page 64
1. Please clarify and
enhance your disclosure regarding Fair value adjustments, which are
excluded from your
calculation of Adjusted Distributable Earnings for the year ended
December 31, 2021. In
your response please tell us what the adjustment represents, how
you calculated the
amount and why it is an appropriate non-GAAP adjustment.
2. We note that you
reconcile NOI attributable to common stockholders, a non-GAAP
measure, from net
income (loss) on your net leased and other real estate portfolios
attributable to common
stockholders, which also appears to represent a non-GAAP
measure. Please
reconcile your NOI measure to the most directly comparable financial
measure calculated and
presented in accordance with GAAP pursuant to Item
Frank Saracino
BrightSpire Capital, Inc.
March 18, 2022
Page 2
10(e)(1)(i)(B) of Regulation S-K.
3. Please tell us your consideration to present and discuss your non-GAAP
financial
measures on a comparative basis for each respective period.
Liquidity and Capital Resources
Master Repurchase Facilities and CMBS Credit Facilities, page 68
4. Please consider expanding your disclosure to quantify the average
quarterly balance of
your repurchase agreements for each period included in your financial
statements. In
addition, consider quantifying the period-end balance for each of
those quarters, the
maximum balance at any month-end and explaining the causes and
business reasons for
the significant variances among these amounts.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Jeffrey Lewis, Staff Accountant, at (202) 551-6216 or
Isaac Esquivel,
Staff Accountant, at (202) 551-3395 with any questions.
FirstName LastNameFrank Saracino Sincerely,
Comapany NameBrightSpire Capital, Inc.
Division of
Corporation Finance
March 18, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName