SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1440 NEW YORK AVENUE, N.W.
| WASHINGTON, D.C. 20005-2111
TEL: (202) 371-7000 FAX: (202) 393-5760 www.skadden.com
May 30, 2012
| FIRM/AFFILIATE
BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON
BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA |
Via EDGAR
Michael McTiernan
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
RE: A & B II, Inc.
Amendment No. 2 to Registration Statement on Form 10-12B
Filed on May 21, 2012
File No. 001-35492
Dear Mr. McTiernan:
On behalf of A & B II, Inc. (the “Company” or “New A&B”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in the Staff’s letter dated May 29, 2012 (the “Comment Letter”) relating to Amendment No. 2 to the Registration Statement on Form 10 filed by the Company on May 21, 2012 (File No. 001-35492) (the “Registration Statement”). To facilitate your review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement.
Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 3 to the Registration Statement, including Exhibits 2.1, 3.1, 3.2, 10.1, 10.2, 10.3 and 21.1 to the Registration Statement. We have supplementally provided copies of each of these exhibits to facilitate the Staff’s review.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 58
1. We note your revision in response to comment 1 of our comment letter dated May 14, 2012. In future Exchange Act periodic reports, please include disclosure explaining how you determine your same store pool. Please specify in detail if you remove a property from the pool for reasons other than a sale.
Response: In response to the Staff’s comments, the Company confirms that it will undertake to (i) include disclosure in future Exchange Act periodic reports explaining how the Company determines its same store pool and (ii) specify in detail if it removes a property from the pool for reasons other than a sale.
* * *
We acknowledge that:
· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
· the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions with respect to the foregoing, please contact me at (202) 371-7233.
| Very truly yours, |
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| /s/ Marc S. Gerber |
| Marc S. Gerber |