Clearview Hotel Trust, Inc.
180 Newport Center Drive, Suite 178
Newport Beach, California 92660
October 22, 2010
VIA EDGAR AND FACSIMILE
Ms. Karen Garnett
Ms. Erin Martin
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | Clearview Hotel Trust, Inc. |
Registration Statement on Form S-11 (File No. 333-166733)
Application for Withdrawal of Registration Statement
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Clearview Hotel Trust, Inc. (the “Company”) hereby respectfully requests withdrawal of its Registration Statement on Form S-11 (File No. 333-166733), together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement was initially filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2010.
In light of current public market conditions, the Company has determined not to proceed with the offering described in the Registration Statement at this time. The Company confirms that no securities have been or will be distributed, issued or sold pursuant to the Registration Statement or the prospectus contained therein. Furthermore, the Registration Statement was not declared effective by the Commission. The Company may undertake a subsequent private offering in reliance on Rule 155(c).
It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission that this application will not be granted.
If you have any questions regarding the foregoing application for withdrawal, please contact our counsel, John T. Haggerty of Goodwin Procter LLP, at (617) 570-1526.
Sincerely, | ||
Clearview Hotel Trust, Inc. | ||
By: | /s/ Jon D. Kline | |
Name: | Jon D. Kline | |
Title: | Chief Executive Officer |
Ms. Karen Garnett
Ms. Erin Martin
Division of Corporation Finance
October 22, 2010
Page 2
cc: | George P. Doyle |
Clearview Hotel Trust, Inc.
Stuart A. Barr
Bruce W. Gilchrist
Hogan Lovells US LLP
Gilbert G. Menna
John T. Haggerty
Goodwin Procter LLP