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Published on April 20, 2015
National Storage Affiliates Trust
5200 DTC Parkway
Suite 200
Greenwood Village, Colorado 80111
April 20, 2015
Sonia Barros, Esq.
Sara von Althann, Esq.
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0404
Re: Request for Acceleration of Effectiveness
National Storage Affiliates Trust
Registration Statement on Form S-11
(File No. 333-202113)
Dear Ms. Barros and Ms. Von Althann:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the Securities Act), National Storage Affiliates Trust (the Company) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-11 (as amended through the date hereof) filed under the Securities Act be accelerated to 4:00 p.m., New York City time, on April 22, 2015, or as soon thereafter as practicable. The Company hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended.
The disclosure in the filing is the responsibility of the Company. The Company represents to the Securities and Exchange Commission (the SEC) that should the SEC or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing and the Company represents that it will not assert this action as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. The Company further acknowledges, that the action of the SEC 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 disclosures in the filing.
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Very truly yours, | ||
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National Storage Affiliates Trust | ||
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By: National Storage Affiliates Holdings, LLC, as sole trustee | ||
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By: |
/s/ Arlen D. Nordhagen | |
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Name: |
Arlen D. Nordhagen |
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Title: |
Chief Executive Officer and President |
April 20, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attn: Sonia Barros, Esq.
Sarah von Althann, Esq.
Re: Request for Acceleration of Effectiveness
National Storage Affiliates Trust
Registration Statement on Form S-11
(File No. 333-202113)
Ladies and Gentlemen:
As the managing underwriters of the proposed public offering of common shares of beneficial interest of National Storage Affiliate Trust (the Company), we hereby join the Companys request for acceleration of the above-referenced Registration Statement, requesting effectiveness as of 4:00 p.m., Eastern Time, on April 22, 2015, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act of 1933, as amended, we wish to advise you that we have distributed approximately 4,000 copies of the Preliminary Prospectus issued April 13, 2015 through the date hereof, to underwriters, dealers, institutions and others.
The undersigned advise that they have complied and will continue to comply, and they have been informed by the participating underwriters that they have complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
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Very truly yours, | |
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JEFFERIES LLC |
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By: |
/s/ Michael Judlowe |
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Name: Michael Judlowe |
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Title: Managing Director - ECM |
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MORGAN STANLEY & CO. LLC |
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By: |
/s/ Tyler Rindler |
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Name: Tyler Rindler |
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Title: Executive Director |
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WELLS FARGO SECURITIES, LLC |
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By: |
/s/ Elizabeth Alvarez |
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Name: Elizabeth Alvarez |
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Title: Managing Director |