SEC – ‘UPLOAD’ from 6/10/21 re: 3650 REIT Commercial Mortgage Securities II LLC – ‘TEXT-EXTRACT’

On:  Thursday, 6/10/21, at 1:31pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-7187

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    141K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    12K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

Document Table of Contents

Mail Stop 3628                                                                  

                                                           June 10, 2021

Via E-mail                                                              
Tobin Cobb                                                              
President and Chief Executive Officer                                   
3650 REIT Commercial Mortgage Securities II LLC                         
2977 McFarlane Road, Suite 300                                          
Miami, Florida 33133                                                    

Re:     3650 REIT Commercial Mortgage Securities II LLC   
Registration Statement on Form SF-3       
Filed May 14, 2021                        
File No. 333-256141                       

Dear Mr. Cobb:                                                          

        We have limited our review of your registration statement to those
issues we have                                                                  
addressed in our 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 this letter by amending your registration
statement and providing the                                                     
requested information. If you do not believe our comments apply to your 
facts and                                                                       
   circumstances or do not believe an amendment is appropriate, please tell us
why in your                                                                     
response.                                                               

          After reviewing any amendment to your registration statement and the
information you                                                                 
provide in response to these comments, we may have additional comments. 

Registration Statement on Form SF-3                                     

Form of Prospectus                                                      

 Risk Factors   Other Risks Relating to the Notes   [Risks Associated with
Floating Rate Notes],                                                           
page 120                                                                

       1. We note that your form of prospectus contemplates the possibility of
underlying                                                                      
      mortgages and related notes tied to LIBOR. Section 316(b) of the
Trust Indenture Act of                                                          
         1939 (   TIA   ) generally provides that the right of any holder of
an indenture security to                                                        
   receive payment of principal and interest when due may not be
impaired or affected                                                            
         without the consent of that holder. It appears that replacing LIBOR
rates of the                                                                    
Tobin Cobb                                                                    
3650 REIT Commercial Mortgage Securities II LLC                                 
June 10, 2021                                                                   
Page 2                                                                          

underlying mortgages and floating rate notes with an alternative  
benchmark following the                                                         
   cessation of the publication of LIBOR likely could require noteholder
consent pursuant to                                                             
Section 316(b) of the TIA and other contractual terms, which we   
understand would be                                                             
   very difficult to obtain. Because the indenture for the notes will be
qualified under the                                                             
     TIA, please revise your prospectus disclosure to set forth all remedies
available to                                                                    
     noteholders due to the practical effect of the potential application of
Section 316(b) of the                                                           
TIA to LIBOR-linked notes following LIBOR cessation.              

Credit Risk Retention, page 203                                                 

2. Your credit risk retention disclosure contemplates that the sponsor may
elect to satisfy its                                                            
credit risk retention obligations through the purchase by one or two
third-party purchasers                                                          
(i.e., b-piece buyers) of an eligible horizontal residual interest. 
However, disclosure                                                             
  elsewhere in your form of prospectus indicates that the retained notes
will be held by the                                                             
    sponsor, 3650 Real Estate Investment Trust 2 LLC, or an affiliate of the
sponsor, such                                                                   
  that the issuing entity will be treated as a Qualified REIT Subsidiary
for U.S. federal                                                                
income tax purposes. Please revise your disclosure to resolve this  
apparent discrepancy,                                                           
or advise.                                                          

Indenture and Servicing Agreement   The Directing Holder   General, page 293    

3. Your disclosure includes a bracketed placeholder indicating that the   
initial Directing                                                               
 Holder may be an affiliate of    [NAME OF B-PIECE BUYER].    However,
disclosure                                                                      
     elsewhere in your form of prospectus indicates that the initial Directing
Holder will be                                                                  
     the sponsor or an affiliate of the sponsor. Please revise your disclosure
to resolve this                                                                 
apparent discrepancy, or advise.                                    

Part II     Information Not Required in Prospectus                              

Item 14. Exhibits, page II-2                                                    

4. Please file your remaining exhibits with your next amendment. Refer to 
Item 1100(f) of                                                                 
Regulation AB and Instruction 1 to Item 601 of Regulation S-K.      

Exhibits                                                                        

  5. Please confirm that you have made conforming revisions to all transaction
documents, as                                                                   
   applicable, and file any amended agreements as necessary with your next
pre-effective                                                                   
amendment.                                                          

     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.                                                            
Tobin Cobb                                                                    
3650 REIT Commercial Mortgage Securities II LLC                                 
June 10, 2021                                                                   
Page 3                                                                          

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

    You may contact Benjamin Meeks, Special Counsel, at (202) 551-7146 or me
at (202)                                                                        
551-3850 if you have any questions.                                             

                                                Sincerely,

                                                       /s/ Katherine Hsu

                                                   Katherine Hsu
                                                      Chief, Office of
Structured Finance                                                              

cc:    Mark Jefferis, Esq.                                                      
3650 REIT                                                         

Greg Prindle, Esq.                                                
Cadwalader, Wickersham & Taft LLP                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		6/10/21		EFFECT,  UPLOAD
		5/14/21		SF-3,  UPLOAD
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