QTS REALTY TRUST, INC.
12851 Foster Street
Overland Park, Kansas 66213
October 4, 2013
VIA EDGAR AND ELECTRONIC MAIL
Securities & Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Tom Kluck
| Re: | QTS Realty Trust, Inc. |
| Registration Statement on Form S-11 (File No. 333-190675) |
| Request for Acceleration of Effective Date |
Dear Mr. Kluck:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, QTS Realty Trust, Inc. (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date and time of the above-referenced Registration Statement on Form S-11 (the “Registration Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern time, on October 8, 2013, or as soon thereafter as practicable. The Company also requests that the Commission confirm such effective date and time in writing. By separate letter, the managing underwriters of the proposed offering are joining in the Company’s request for acceleration of effectiveness of the Registration Statement.
In connection with this request for acceleration, the Company acknowledges that:
| • | should 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; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature page follows]
| Very truly yours, | ||
| QTS Realty Trust | ||
| /s/ Shirley E. Goza | ||
| By: | Shirley E. Goza | |
| Title: | Secretary and General Counsel | |
October 4, 2013
Mr. Tom Kluck
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | QTS Realty Trust, Inc. |
Registration Statement on Form S-11 (SEC File No. 333-190675)
Dear Mr. Kluck:
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 QTS Realty Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on October 8, 2013, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that between September 26, 2013 and October 8, 2013 the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated September 26, 2013 (the “Preliminary Prospectus”):
| No. of Copies | ||
| Institutions |
4,161 | |
| Others |
2,138 | |
| Total |
6,299 |
In connection with the Preliminary Prospectus distribution for the above-referenced 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]
1
| Very truly yours, | ||
| GOLDMAN, SACHS & CO. JEFFERIES LLC | ||
| By: GOLDMAN, SACHS & CO. | ||
| By | /s/ Adam T. Greene | |
| Name: | Adam T. Greene | |
| Title: | Vice President | |
| By: JEFFERIES LLC | ||
| By | /s/ Michael Judlowe | |
| Name: | Michael Judlowe | |
| Title: | Managing Director – ECM | |
| For themselves and as Representatives of the other Underwriters named in Schedule I of the Underwriting Agreement. | ||
(QTS Realty Trust, Inc. – Underwriters’ Acceleration Request)