Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299
February 21, 2012
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Sonia Barros
Re: | American Realty Capital – Retail Centers of America, Inc. Pre-Effective Amendment No. 2 to Post-Effective Amendment No. 2 to Form S-11 Filed February 16, 2012 File No. 333-169355 |
Dear Ms. Barros:
On behalf of our client, American Realty Capital – Retail Centers of America, Inc. (the “Company”), we are submitting this letter in response to oral comments of the Staff of the United States Securities and Exchange Commission provided with respect to Pre-Effective Amendment No. 2 to Post-Effective Amendment No. 2 to the registration statement on Form S-11 filed by the Company with the Commission (File No. 333-169355) (the “Registration Statement”).
Please note that the Company has filed Pre-Effective Amendment No. 3 to Post-Effective Amendment No. 2 to the Registration Statement today, which filing includes audited financial statements as of and for the period ended December 31, 2011. The filing also includes revisions to the disclosures relating to distributions, new disclosure regarding refunds of proceeds to investors, as well as other changes which were reflected in the marked supplement sent to you on February 17, 2012.
We thank you for your prompt attention to this letter and look forward to hearing from you at your earliest convenience. Please direct any questions concerning this response to the undersigned at (212) 969-3445.
Yours truly, | |
/s/ Peter M. Fass | |
Peter M. Fass, Esq. |