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SEC Company Response from DiamondRock Hospitality Co (DRH) (CIK 0001298946) (DRH) — May 24, 2005

DiamondRock Hospitality Co (DRH) (CIK 0001298946)
Date: May 24, 2005 · CIK: 0001298946 · Accession: 0001193125-05-113904

AI Filing Summary & Sentiment

File numbers found in text: 333-123065

Referenced dates: May 23, 2005

Date
May 24, 2005
Author
Not clearly detected
Form
CORRESP
Company
DiamondRock Hospitality Co (DRH) (CIK 0001298946)

Letter

Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Attention: Mr. Michael McTiernan Re: DiamondRock Hospitality Company Registration Statement on Form S-11 (File No. 333-123065)

Dear Mr. McTiernan:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiamondRock Hospitality Company (the “Company”) does hereby respectfully request acceleration of the effective time of the above-referenced Registration Statement so that it may become effective at 2:00 p.m., Eastern Time, on May 25, 2005, or as soon as possible thereafter. The Company has been advised that, under separate cover, the representatives of the underwriters will provide a letter to the Securities and Exchange Commission (the “Commission”) joining in this request for acceleration.

The Company hereby acknowledges the following:

Ÿ should the Commission or the staff of the Division of Corporation Finance (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

Ÿ the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Ÿ the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you should have any questions regarding this request, please contact Sandy R. Santana, Esq. of Goodwin Procter LLP at (617) 570-1399.

Very truly yours,

DiamondRock Hospitality Company

By:

/s/ Michael D. Schecter

Michael D. Schecter, Secretary

and General Counsel

May 24, 2005

VIA FACSIMILE (202/942-9635)

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Attention: Ms. Elaine Wolff

DiamondRock Hospitality Company

Registration Statement on Form S-11 (File No. 333-123065)

Dear Ms. Wolff:

Pursuant to Rule 461, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as the Representatives of the underwriters of the proposed public offering of Common Stock that is the subject matter of the above-captioned Registration Statement, we hereby join in the request of the issuer that the effective date of the Registration Statement be accelerated so that such Registration Statement will become effective on May 25, 2005 at 2:00 p.m., Eastern Standard Time, or as soon thereafter as practical.

In accordance with Rule 460 and Rule 418(a)(7) of the General Rules and Regulations under the Securities Act, we advise you that the preliminary prospectus dated May 12, 2005 was distributed commencing May 12, 2005 and through May 23, 2005 as follows:

0 to 0

Underwriters

0 to 0

Dealers

7,228 to 7,228

Institutions

12,034 to 12,034

Other (retail)

We have taken reasonable steps to make the information contained in the Registration Statement conveniently available to underwriters and dealers who will participate in the distribution of the securities registered thereunder.

The undersigned also confirm that they and any participating dealers have complied and will continue to comply with Rule 15c2-8 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, in connection with the above-captioned public offering.

The underwriting arrangements have been described to the NASD Regulation, Inc. (the “NASD”) and the NASD has advised us in a letter dated May 23, 2005 that they have no objection to the underwriters’ compensation and other underwriting arrangements.

[SIGNATURE PAGE FOLLOWS]

If you have questions or comments regarding this request, please call David C. Wright of Hunton & Williams LLP at (804) 788-8200.

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.

Show Raw Text
CORRESP
1
filename1.htm

Acceleration Request

 [DIAMONDROCK HOSPITALITY COMPANY LETTERHEAD]

 May 24, 2005

 Via Facsimile and EDGAR Transmission

Securities and Exchange Commission

 Division of Corporation Finance

 450 Fifth Street, N.W.

 Washington, D.C. 20549

 Attention: Mr. Michael McTiernan

Re:
DiamondRock Hospitality Company

Registration Statement on Form S-11 (File No. 333-123065)

 Dear Mr. McTiernan:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, DiamondRock Hospitality Company (the “Company”) does hereby respectfully request
acceleration of the effective time of the above-referenced Registration Statement so that it may become effective at 2:00 p.m., Eastern Time, on May 25, 2005, or as soon as possible thereafter. The Company has been advised that, under separate
cover, the representatives of the underwriters will provide a letter to the Securities and Exchange Commission (the “Commission”) joining in this request for acceleration.

 The Company hereby acknowledges the following:

 Ÿ  should the Commission or the staff of the Division of Corporation Finance (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

 Ÿ  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the
Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 Ÿ  the Company may not
assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you should have any questions regarding this request, please contact Sandy R. Santana, Esq. of Goodwin Procter LLP at (617) 570-1399.

 Very truly yours,

 DiamondRock Hospitality Company

By:

 /s/    Michael D. Schecter

 Michael D. Schecter, Secretary

 and General
Counsel

 May 24, 2005

 VIA FACSIMILE (202/942-9635)

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, DC 20549

 Attention:        Ms. Elaine Wolff

 DiamondRock Hospitality Company

 Registration Statement on Form S-11 (File No. 333-123065)

 Dear Ms. Wolff:

 Pursuant to Rule 461, promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as the
Representatives of the underwriters of the proposed public offering of Common Stock that is the subject matter of the above-captioned Registration Statement, we hereby join in the request of the issuer that the effective date of the Registration
Statement be accelerated so that such Registration Statement will become effective on May 25, 2005 at 2:00 p.m., Eastern Standard Time, or as soon thereafter as practical.

 In accordance with Rule 460 and Rule 418(a)(7) of the General Rules and Regulations under the Securities Act, we advise you
that the preliminary prospectus dated May 12, 2005 was distributed commencing May 12, 2005 and through May 23, 2005 as follows:

0 to 0

Underwriters

0 to 0

Dealers

7,228 to 7,228

Institutions

12,034 to 12,034

Other (retail)

 We have taken
reasonable steps to make the information contained in the Registration Statement conveniently available to underwriters and dealers who will participate in the distribution of the securities registered thereunder.

 The undersigned also confirm that they and any participating dealers have
complied and will continue to comply with Rule 15c2-8 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, in connection with the above-captioned public offering.

 The underwriting arrangements have been described to the NASD Regulation,
Inc. (the “NASD”) and the NASD has advised us in a letter dated May 23, 2005 that they have no objection to the underwriters’ compensation and other underwriting arrangements.

 [SIGNATURE PAGE FOLLOWS]

 If you have questions or comments regarding this request, please call David C. Wright of Hunton &
Williams LLP at (804) 788-8200.

 Very truly yours,

 CITIGROUP GLOBAL MARKETS INC.

 as a Representative of the
several underwriters

By:

/s/    Michael Judlow

 Name: Michael Judlowe

 Title: Director—ECM, Citigroup

 FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

 as a Representative of the several underwriters

By:

/s/    James R. Kleeblatt

 Name: James R. Kleeblatt

 Title: Senior Managing Director

cc:
Michael McTiernan