| MONARCH PLAZA SUITE 1600 3414 PEACHTREE ROAD N.E. ATLANTA, GEORGIA 30326 PHONE: 404.577.6000 FAX: 404.221.6501
| |
| www.bakerdonelson.com |
MICHAEL K. RAFTER
Direct Dial: 404.443.6702
Direct Fax: 404.238.9626
E-Mail Address: mrafter@bakerdonelson.com
April 15, 2010
VIA EDGAR
Ms. Sonia G. Barros, Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 4561
Washington, DC 20549
| Re: | Strategic Storage Trust, Inc. |
Post-Effective Amendment No. 7 to Form S-11
Filed April 7, 2010
File No.: 333-146959
Dear Ms. Barros:
This letter sets forth the responses of Strategic Storage Trust, Inc. (the “Company”) to your telephonic comments to the above referenced filing. We have reproduced your comments herein and included the Company’s response following each.
1. Please update the prospectus supplement to discuss the Company’s experience with redemptions during the years ended December 31, 2009 and 2008, including disclosure of the amount of redemption requests received, the amount of redemption requests fulfilled, the amount of redemption requests that went unfulfilled, the source of cash used to fund the redemption requests and the average price of shares redeemed.
RESPONSE: In response to this comment, the Company will revise and file Supplement No. 4 pursuant to Rule 424(b)(3) to include the following disclosure:
Status of Share Redemption Program
During the year ended December 31, 2009, we redeemed 11,916 shares of common stock for approximately $114,300 ($9.59 per share). We redeemed no shares of common stock in the year ended December 31, 2008. We have honored all redemption requests that complied with the applicable requirements of our share redemption program set forth in our prospectus. We have funded all redemptions using proceeds from the sale of shares pursuant to our distribution reinvestment plan.
Ms. Sonia G. Barros, Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
Page 2 of 2
2. Please update the prospectus supplement to disclose more detailed information related to the Company’s distributions for each of the fiscal quarters in the year ended December 31, 2009.
RESPONSE: While we do not believe that distributions less cash flow from operations results in offering proceeds required to fund such distributions, as we believe there are many other factors that enter into the equation, we will revise our distribution disclosures in accordance with the Staff’s request. Accordingly, in response to this comment, the Company will revise and file Supplement No. 4 pursuant to Rule 424(b)(3) to include the following disclosures related to its distributions for each of the fiscal quarters in the Company’s year ended December 31, 2009:
The following data supplements, and should be read in conjunction with the “Description of Shares – Distribution Policy” section on page 140 of our prospectus:
| Three Months Ended | ||||||||||||||||
| December 31, 2009 | September 30, 2009 | June 30, 2009 | March 31, 2009 | |||||||||||||
Distributions paid in cash | $ | 1,479,785 | $ | 560,745 | $ | 369,308 | $ | 223,731 | ||||||||
Distributions reinvested | 929,160 | 445,046 | 269,636 | 155,943 | ||||||||||||
Total distributions | $ | 2,408,945 | $ | 1,005,791 | $ | 638,944 | $ | 379,674 | ||||||||
Source of distributions | ||||||||||||||||
Cash flows used in operations | $ | (786,675 | ) | $ | (772,937 | ) | $ | (796,952 | ) | $ | (239,327 | ) | ||||
Proceeds from issuance of common stock | 3,195,620 | 1,778,728 | 1,435,896 | 619,001 | ||||||||||||
Total sources | $ | 2,408,945 | $ | 1,005,791 | $ | 638,944 | $ | 379,674 | ||||||||
Cash flows used in operations for the three months ended December 31, 2009, September 30, 2009, June 30, 2009 and March 31, 2009 include approximately $610,000, $1,175,000, $1,037,000 and $508,000, respectively, of real estate acquisition related expenses expensed in accordance with GAAP. We consider the real estate acquisition related expenses to have been funded by proceeds from our ongoing public offering of shares of our common stock because the expenses were incurred to acquire our real estate investments.
If you have any questions or require any additional information or documents, please contact the undersigned (404/443-6702; mrafter@bakerdonelson.com) or Howard S. Hirsch (404/443-6703; hhirsch@bakerdonelson.com).
| Very truly yours, |
| BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. |
| /s/ Michael K. Rafter |