|
| DLA Piper LLP (US) |
| 4141 Parklake Avenue, Suite 300 | |
| Raleigh, North Carolina 27612-2350 | |
| www.dlapiper.com | |
|
| |
| Laura K. Sirianni | |
| laura.sirianni@dlapiper.com | |
| T 919.786.2025 | |
| F 919.786.2225 |
April 22, 2011
VIA EDGAR
Mr. Michael McTiernan
Assistant Director
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE, Mail Stop 3010 CF/AD8
Washington, DC 20549-3628
Re: Behringer Harvard Opportunity REIT II, Inc.
Post-Effective Amendment to Form S-11
Filed April 18, 2011
File No. 333-140887
Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 31, 2011
File No. 000-53650
Dear Mr. McTiernan:
On behalf of our client, Behringer Harvard Opportunity REIT II, Inc. (the “Company”), we are writing to address the comment letter from the Staff of the Commission’s Division of Corporation Finance to Gerald J. Reihsen, III, Executive Vice President of the Company, dated April 20, 2011, regarding the above-referenced filing. For your convenience, we have reproduced the comment below, along with our response.
Investment Portfolio, page 2
1. Please provide a separate discussion of your acquisitions during the most recent fiscal year, and include disclosure regarding capitalization rates of these acquisitions. To the extent you do not use historical net operating income in computing the disclosed capitalization rates, please include disclosure about the extent to which you assume future changes in occupancy or non-contractual rent increases, and whether you assume that in-place leases expiring during the year will be renewed at current rates. Please provide similar disclosure in future Exchange Act periodic reports for acquisitions during the reporting period.
Response: The Company filed a post-effective amendment on February 7, 2011 pursuant to its Guide 5 20.D undertaking that included the above-requested capitalization rate disclosure for its recent acquisitions. The Company has not had any acquisition activity since that filing and, therefore, omitted a discussion of capitalization rates in this post-effective amendment filed pursuant to its Section 10(a)(3) obligations.
The Company confirms that in future Annual Reports on Form 10-K it will provide the above-requested disclosures related to capitalization rates for acquisitions made during the most recent fiscal year covered by the report.
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.
| Very truly yours, |
|
|
| DLA Piper LLP (US) |
|
|
|
|
| /s/ Laura K. Sirianni |
|
|
| Laura K. Sirianni |
cc: Gerald J. Reihsen, III