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SEC Company Response from OFFICE PROPERTIES INCOME TRUST (OPI, OPINL) (CIK 0001456772) (OPI) — May 29, 2009

OFFICE PROPERTIES INCOME TRUST (OPI, OPINL) (CIK 0001456772)
Date: May 29, 2009 · CIK: 0001456772 · Accession: 0001104659-09-035755

AI Filing Summary & Sentiment

File numbers found in text: 333-157455

Date
May 29, 2009
Author
MERRILL LYNCH & CO.
Form
CORRESP
Company
OFFICE PROPERTIES INCOME TRUST (OPI, OPINL) (CIK 0001456772)

Letter

Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Government Properties Income Trust Registration Statement on Form S-11 (SEC File No. 333-157455)

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 Government Properties Income Trust 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 June 2, 2009 or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that between May 20, 2009 and June 2, 2009 the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated May 20, 2009 (the “Preliminary Prospectus”):

No. of Copies

Prospective Underwriters

12,577

Dealers

Institutions

2,861

Retail/ Other

5,426

Total

20,889

In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[SIGNATURE PAGE FOLLOWS]

Very
truly yours,
MERRILL LYNCH & CO.

Show Raw Text
CORRESP
1
filename1.htm

  Global
  Markets & Investment Banking

  One
  Bryant Park — 8th Floor

  New
  York, New York 10036

  646-855-6780

    May 29,
  2009

Thomas Kluck

Division of Corporation
Finance

Securities and Exchange
Commission

Washington, D.C. 20549

  Re:

  Government Properties Income Trust

  Registration Statement on
  Form S-11 (SEC File No. 333-157455)

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 Government Properties Income Trust 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 June 2,
2009 or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that between May 20,
2009 and June 2, 2009 the undersigned effected the following approximate
distribution of copies of the Preliminary Prospectus dated May 20, 2009
(the “Preliminary Prospectus”):

  No. of Copies

  Prospective
  Underwriters

  12,577

  Dealers

  25

  Institutions

  2,861

  Retail/ Other

  5,426

  Total

  20,889

In
connection with the Preliminary Prospectus distribution for the above-reference
issue, the prospective underwriters have confirmed that they are complying with
the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

[SIGNATURE PAGE
FOLLOWS]

  Very
  truly yours,

  MERRILL LYNCH & CO.

  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  WACHOVIA CAPITAL MARKETS, LLC

  MORGAN STANLEY & CO. INCORPORATED

  By: MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  By

  /s/ Richard Diaz

  Name: Richard A. Diaz

  Title: Authorized Signatory

  By: WACHOVIA CAPITAL MARKETS, LLC

  By

  /s/ David Herman

  Name: David Herman

  Title:
  Directors

  By: MORGAN STANLEY & CO. INCORPORATED

  By

  /s/ James Collins

  Authorized Signatory

For themselves and as Representatives
of the other Underwriters named in Schedule A of the Purchase Agreement.