SEC Comment Letter for SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389) (SMA) — Nov 25, 2013
SmartStop Self Storage REIT, Inc. (SMA) (CIK 0001585389)
Date: Nov. 25, 2013 · CIK: 0001585389 · Accession: 0000000000-13-064515
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November 22, 2013 Via Email Michael S. McClure Chief Financial Officer and Treasurer Strategic Storage Trust II, Inc. 111 Corporate Drive, Suite 120 Ladera Ranch, CA 92694 Re: Strategic Storage Trust II, Inc. Amendment No. 1 to Registration Statement on Form S-11 Filed October 31, 2013 File No. 333 -190983 Dear Mr. McClure : We have reviewed your filing and have the following comment . Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment , we may have additional comments. Management, page 61 1. We note your disclosure on page 65 that Mr. Perry, one of your “independent directors” is also an independent director of Strategic Storage Trust, Inc. We also note your risk factor disclosure concerning Mr. Perry’s affiliation on page 26. Please expand upon your disclosure to discuss in more detail the conflicts of interest tha t Mr. Perry faces in your Conflicts of Interests sections beginning on pages 11 and 84. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Secu rities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have mad e. Notwithstanding our comment , in the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: Michael S. McClure Strategic Storage Trust II, Inc. November 22, 2013 Page 2 should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; 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 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date o f the registration statement. You may contact Isaac Esquivel, Staff Accountant, at (202) 551 -3395 or Daniel Gordon, Accounting Branch Chief, at (202) 551 -3486 if you have questions regarding comments on the financial statements and related matters. Please contact Coy Garrison, Staff Attorney, at (202) 551-3466 or me at (202) 551 -3233 with any other questions. Sincerely, /s/ Tom Kluck Tom Kluck Legal Branch Chief cc: Howard S. Hirsch, Esq.