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David W. Bonser Partner Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5868 F +1 202 637 5910 David.bonser@hoganlovells.com www.hoganlovells.com |
May 31, 2013
CONFIDENTIAL SUBMISSION VIA EDGAR
Draft Registration Statement
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | QTS Realty Trust, Inc. |
| Draft Registration Statement on Form S-11 |
Ladies and Gentlemen:
On behalf of our client, QTS Realty Trust, Inc. (the “Company”), we are submitting a draft Registration Statement on Form S-11 (the “Registration Statement”) to the staff of the Securities and Exchange Commission for confidential nonpublic review pursuant to Section 6(e) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement submitted herewith relates to the initial public offering of the Company’s common stock.
On behalf of our client, we confirm to you that as of the date of this letter, the Company is an emerging growth company, as defined in Section 2(a)(19) of the Securities Act, because its total gross revenues during fiscal year ended December 31, 2012, its most recently completed fiscal year, were less than $1 billion. Please note this information is disclosed in the Company’s income statement included in the Registration Statement on page F-31. In addition, on behalf of our client, we confirm to you that as of the date of this letter none of the disqualifying conditions set forth in Section 2(a)(19) have occurred.
A formal filing of the Registration Statement will be made at a later date, which in no event will be later than 21 days before the Company commences its road show.
If you have any questions or comments concerning this submission, please do not hesitate to contact me at (202) 637-5868.
Very truly yours,
/s/ David W. Bonser
David W. Bonser
| cc: | Mr. Chad L. Williams |
| Ms. Shirley E. Goza |
| Mr. William H. Schafer |
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