VIA EDGAR AND FACSIMILE
Mr. Michael McTiernan
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
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May 6, 2011 |
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Re: |
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RLJ Lodging Trust |
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Registration Statement on Form S-11 (SEC File No. 333-172011) |
Dear Mr. McTiernan:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, RLJ Lodging Trust (the “Registrant”) hereby requests acceleration of effectiveness of its registration statement on Form S-11 (File No. 333-172011), to 5:00 p.m., Eastern Time, on May 10, 2011, or as soon as practicable thereafter. By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.
In connection with this request, the Registrant acknowledges that:
(1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
(2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
(3) the Registrant may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[SIGNATURE PAGE FOLLOWS]
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Very truly yours, | ||
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RLJ Lodging Trust | ||
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By: |
/s/ Thomas J. Baltimore, Jr. | |
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Name: |
Thomas J. Baltimore, Jr. | |
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Title: |
President and Chief Executive Officer | |
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cc: |
David W. Bonser |
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Hogan Lovells US LLP |
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James E. Showen |
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Hogan Lovells US LLP |
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Edward F. Petrosky |
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Bartholomew A. Sheehan |
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Sidley Austin LLP |
May 6, 2011
Mr. Michael McTiernan
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
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Re: |
RLJ Lodging Trust |
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Registration Statement on Form S-11 (SEC File No. 333-172011) |
Dear Mr. McTiernan:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of RLJ Lodging Trust that the effective date of the Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on May 10, 2011, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that between April, 29, 2011 and May 10, 2011 the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated April 29, 2011 (the “Preliminary Prospectus”):
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No. of Copies |
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Institutions |
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2,158 |
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Others |
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2,137 |
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Total |
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4,295 |
In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
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BARCLAYS CAPITAL INC. |
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WELLS FARGO SECURITIES, LLC |
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By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
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By |
/s/ Michele A.H. Allong |
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Name: Michele A.H. Allong |
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Title: Authorized Signatory |
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By: BARCLAYS CAPITAL INC. |
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By |
/s/ Victoria Hale |
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Name: Victoria Hale |
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Title: Vice President |
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By: WELLS FARGO SECURITIES, LLC |
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By |
/s/ David Herman |
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Name: David Herman |
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Title: Director |
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For themselves and as Representatives of the other Underwriters named in Schedule 1 of the Purchase Agreement.