HOGAN & HARTSON
L.L.P.
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| COLUMBIA SQUARE |
STUART A. BARR |
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| 555 THIRTEENTH STREET, NW |
PARTNER |
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| WASHINGTON, DC 20004-1109 |
(202) 637-6554 |
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| TEL (202) 637-5600 |
STUARTBARR@HHLAW.COM |
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| FAX (202) 637-5910 |
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| December 14, 2005 |
| WWW.HHLAW.COM |
BY EDGAR AND FACSIMILE (202.772.9209)
Ms. Karen J. Garnett
Mr. Geoffrey M. Ossias
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Republic Property Trust
Form S-11 (File No. 333-128554)
Dear Ms. Garnett and Mr. Ossias:
On behalf of Republic Property Trust (“Republic”), we are writing this supplemental letter as requested by Mr. Ossias during our telephone conference call this morning regarding the accounting changes included in Amendments No. 4 and 5 to the Company’s Registration Statement on Form S-11 (the “Registration Statement”), which were filed on December 13, 2005 and December 14, 2005, respectively.
In addition to the filing of Amendments No. 4 and 5, Republic also prepared and filed today a free writing prospectus (“FWP”) pursuant to Rule 433 under the Securities Act of 1933, as amended, summarizing the accounting changes included in Amendments No. 4 and 5. The FWP also has been posted to Republic’s website, republicpropertytrust.com. We have been advised by the underwriters that they have emailed the FWP to potential investors in the initial public offering. Further, we have been advised by the underwriters that they intend to convey orally this information to investors prior to confirmation of any sales.
Republic and the underwriters believe that the use of the FWP and the other measures described above are sufficient to facilitate the conveyance of the accounting changes to potential investors in the initial public offering in an effective and timely manner.
BERLIN BRUSSELS LONDON PARIS BUDAPEST PRAGUE WARSAW MOSCOW TOKYO
NEW YORK BALTIMORE McLEAN MIAMI DENVER BOULDER COLORADO SPRINGS LOS ANGELES
As discussed with the Staff during the telephone call this morning, we have requested that the Registration Statement be declared effective at 5:30pm today, or as soon as possible thereafter. As a result, we would greatly appreciate your prompt response.
| Sincerely, | |
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| /s/ Stuart A. Barr |
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| Stuart A. Barr, Esq. | |
cc: Mark R. Keller
J. Warren Gorrell, Jr., Esq.
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