| CLIFFORD CHANCE US LLP |
|
|
| 31 WEST 52ND STREET |
| NEW YORK, NY 10019-6131 |
|
|
| TEL +1 212 878 8000 |
| FAX +1 212 878 8375 |
|
|
| www.cliffordchance.com |
| Direct Dial: +1 212 878 8527 |
CONFIDENTIAL SUBMISSION VIA EDGAR | E-mail: jay.bernstein@cliffordchance.com |
|
|
U.S. Securities and Exchange Commission | October 10, 2014 |
Division of Corporation Finance |
|
100 F. Street, N.E. |
|
Washington, D.C. 20549 |
|
Re: National Storage Affiliates Trust
Confidential Draft Registration Statement on Form S-11
Ladies and Gentlemen:
On behalf of our client, National Storage Affiliates Trust (the “Company”), we are submitting a draft Registration Statement on Form S-11 (the “Registration Statement”) to the staff of the Securities and Exchange Commission for confidential non-public review pursuant to Section 6(e) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement submitted herewith relates to the initial public offering of the Company’s common shares of beneficial interest.
On behalf of our client, we confirm to you that as of the date of this letter, the Company is an emerging growth company, as defined in Section 2(a)(19) of the Securities Act. In addition, on behalf of our client, we confirm to you that as of the date of this letter none of the disqualifying conditions set forth in Section 2(a)(19) have occurred.
A formal filing of the Registration Statement will be made at a later date, which in no event will be later than 21 days before the Company commences its road show.
If you have any questions or comments concerning this submission, please do not hesitate to contact the undersigned at (212) 878-8527 or Andrew Epstein at (212) 878-8332.
Sincerely, |
|
|
|
/s/ Jay Bernstein |
|
Jay Bernstein |
|
CC: National Storage Affiliates Trust
Arlen Nordhagen
Tamara Fischer
Clifford Chance US LLP
Andrew Epstein
Latham & Watkins LLP
Julian Kleindorfer
Lewis Kneib