Retail Properties of America, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
(630) 218-8000
April 2, 2012
VIA EDGAR AND FACSIMILE
Mr. Michael McTiernan
Ms. Angela McHale
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Re: | Retail Properties of America, Inc. (the “Registrant”) |
Registration Statement on Form S-11 (File No. 333-172237)
Dear Mr. McTiernan and Ms. McHale:
Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of effectiveness of its registration statement on Form S-11 (File No. 333-172237) at 4:00 p.m. Eastern Time on April 4, 2012, 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 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,
Retail Properties of America, Inc. | ||
By: | /s/ Dennis K. Holland | |
Name: | Dennis K. Holland | |
Title: | Executive Vice President, General Counsel and Secretary |