October 4, 2013
Mr. Tom Kluck
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | QTS Realty Trust, Inc. |
Registration Statement on Form S-11 (SEC File No. 333-190675)
Dear Mr. Kluck:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of QTS Realty Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on October 8, 2013, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that between September 26, 2013 and October 8, 2013 the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated September 26, 2013 (the “Preliminary Prospectus”):
| No. of Copies | ||
Institutions | 4,161 | |
Others | 2,138 | |
Total | 6,299 |
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[SIGNATURE PAGE FOLLOWS]
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| Very truly yours, | ||
GOLDMAN, SACHS & CO. JEFFERIES LLC | ||
| By: GOLDMAN, SACHS & CO. | ||
| By | /s/ Adam T. Greene | |
| Name: | Adam T. Greene | |
| Title: | Vice President | |
| By: JEFFERIES LLC | ||
| By | /s/ Michael Judlowe | |
| Name: | Michael Judlowe | |
| Title: | Managing Director – ECM | |
| For themselves and as Representatives of the other Underwriters named in Schedule I of the Underwriting Agreement. | ||
(QTS Realty Trust, Inc. – Underwriters’ Acceleration Request)
