SecProbe.io

CORRESP
 1
 filename1.htm

 Document April 17, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention:  Benjamin Holt Catherine De Lorenzo Re:      Acceleration Request of National Healthcare Properties, Inc. Registration Statement on Form S-11 (File No. 333-294895) CIK No. 0001561032 Ladies and Gentlemen: In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form S-11 (the “ Registration Statement ”) and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “ Securities Act ”), we wish to advise you that we, as representatives of the several underwriters of National Healthcare Properties, Inc.’s proposed public offering, hereby join with National Healthcare Properties, Inc.’s request that the effective date of the Registration Statement be accelerated so that the same will become effective on April 21, 2026 at 2:00 P.M., Eastern Time, or as soon as practicable thereafter. Pursuant to Rule 460 under the Securities Act, we, as representatives of the several underwriters, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the above-referenced Registration Statement. The undersigned advises that it has complied with and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. [ Signature Page Follows ] Sincerely, Wells Fargo Securities, LLC Morgan Stanley & Co. LLC BMO Capital Markets Corp. As Representatives of the several Underwriters listed in Schedule A to the Underwriting Agreement WELLS FARGO SECURITIES, LLC By: /s/ Rohit Mehta Name: Rohit Mehta Title:   Managing Director MORGAN STANLEY & CO. LLC By: /s/ Daniel Croitoru Name:  Daniel Croitoru Title:    Vice President BMO CAPITAL MARKETS CORP. By: /s/ Eric Benedict Name:  Eric Benedict Title:   Co-Head, Global Equity Capital Markets [ Signature Page to UW Acceleration Request ]

CORRESP
1
filename1.htm

Document

April 17, 2026

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Benjamin Holt

Catherine De Lorenzo

 Re: Acceleration Request of National Healthcare Properties, Inc.

  Registration Statement on Form S-11 (File No. 333-294895)

  CIK No. 0001561032

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, National Healthcare Properties, Inc., a Maryland corporation, hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 2:00 p.m., Washington, D.C. time, on April 21, 2026, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, by telephoning Christian G. Kurtz at (646) 478-1402.

Thank you for your attention to this matter.

Very truly yours,

NATIONAL HEALTHCARE PROPERTIES, INC.

By: /s/ Michael Anderson

 Michael Anderson

 Chief Executive Officer and President

cc: Jie Chai

National Healthcare Properties, Inc.

 Christopher J. Cummings

Paul, Weiss, Rifkind, Wharton & Garrison LLP

January 22, 2026
Michael Anderson
Chief Executive Officer and President
National Healthcare Properties, Inc.
540 Madison Ave, 27th Floor
New York, NY 10022
Re:National Healthcare Properties, Inc.
Draft Registration Statement on Form S-11
Submitted January 16, 2025
CIK No. 0001561032
Dear Michael Anderson:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement and non-public draft
submission on EDGAR at least two business days prior to the requested effective date and time.
Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Christian G. Kurtz

CORRESP
1
filename1.htm

September 29, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ms. Melanie Singh

    Re:
    Healthcare Trust, Inc. (the “Company”)

    Registration Statement on Form S-11 (File No. 333-259494)

    Acceleration Request

    Requested Date: Friday, October 1, 2021

    Requested Time: 4:00 p.m. Eastern Time

Dear Ms. Singh:

On behalf of the several underwriters of the Company’s proposed
public offering, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 4:00 p.m., Eastern Time, on October 1, 2021, or as soon as practicable thereafter.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure the adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply,
and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply,
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

    Very truly yours,

    As representative of the several underwriters

    B. RILEY SECURITIES, INC.

    By:
    /s/ Patrice McNicoll

    Name: Patrice McNicoll

    Title: Co-Head of Investment Banking

[Signature Page to Acceleration Request (Underwriters)]

CORRESP
1
filename1.htm

September 29, 2021

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Melanie Singh

    Re:
    Acceleration Request of Healthcare Trust, Inc.

    Registration Statement on Form S-11 (File No. 333-259494)

    CIK No. 0001561032

Dear Ms. Singh:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Healthcare Trust, Inc., a Maryland corporation (the “Company”), hereby requests that the effective date of the above-referenced
Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on October 1, 2021, or as soon
thereafter as practicable.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Proskauer Rose LLP, by telephoning Michael Choate at (312) 962-3567.

Thank you for your attention to this matter.

Very truly yours,

HEALTHCARE TRUST, INC.

    By:
    /s/ Edward M. Weil, Jr.

    Edward M. Weil, Jr.

    Chief Executive Officer and President

    cc:
    James A. Tanaka, AR Global

    Michael J. Choate, Proskauer Rose LLP

United States securities and exchange commission logo
September 17, 2021
James Tanaka
Chief Securities Counsel
Healthcare Trust, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
Re:Healthcare Trust, Inc.
Registration Statement on Form S-11
Filed September 13, 2021
File No. 333-259494
Dear Mr. Tanaka:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Melanie Singh at 202-551-4074 or Erin Martin at 202-551-3391 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

May 5, 2021

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ronald E. Alper

    Re:
    Acceleration Request of Healthcare Trust, Inc.

    Registration Statement on Form S-11 (File No. 333-255483)

    CIK No. 0001561032

Dear Mr. Alper:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Healthcare Trust, Inc., a Maryland corporation (the “Company”), hereby requests that the effective date of the above-referenced
Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on May 6, 2021, or as soon
thereafter as practicable.

Once the Registration Statement has been declared effective, please
orally confirm that event with our counsel, Proskauer Rose LLP, by telephoning Michael Choate at (312) 962-3567.

Thank you for your attention to this matter.

Very truly yours,

HEALTHCARE TRUST, INC.

    By:
     /s/ Edward M. Weil, Jr.

    Edward M. Weil, Jr.

    Chief Executive Officer and President

    cc:
    James A. Tanaka, AR Global

    Michael J. Choate, Proskauer Rose LLP

CORRESP
1
filename1.htm

May 5, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ronald E. Alper

    Re:
    Healthcare Trust, Inc. (the “Company”)

    Registration Statement on Form S-11 (File No. 333-255483)

    Acceleration Request

    Requested Date: Thursday, May 6, 2021

    Requested Time: 4:00 p.m. Eastern Time

Dear Mr. Alper:

On behalf of the several underwriters of the Company’s proposed
public offering, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s
request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration
Statement will be declared effective at 4:00 p.m., Eastern Time, on May 6, 2021, or as soon as practicable thereafter.

Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure the adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue to comply,
and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply,
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

    Very truly yours,

    As representative of the several underwriters

    B. RILEY SECURITIES, INC.

    By:
    /s/ Patrice McNicoll

    Name: Patrice McNicoll

    Title: Co-Head of Investment Banking

[Signature Page to Acceleration Request (Underwriters)]

United States securities and exchange commission logo
April 30, 2021
Edward M. Weil, Jr.
Chief Executive Officer and President
Healthcare Trust, Inc.
650 Fifth Avenue, 30th Floor
New York, New York 10019
Re:Healthcare Trust, Inc.
Registration Statement on Form S-11
Filed April 23, 2021
File No. 333-255483
Dear Mr. Weil:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Choate

CORRESP
1
filename1.htm

September 24, 2020

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Stacie Gorman

 Re: Acceleration Request of Healthcare Trust, Inc.

Registration Statement on Form S-11 (File
No. 333-248826)

CIK No. 0001561032

Dear Ms. Gorman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Healthcare Trust, Inc., a Maryland corporation (the “Company”), hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on
September 25, 2020, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Proskauer Rose LLP, by telephoning Michael Choate at (312) 962-3567.

Thank you for your attention to this matter.

Very truly yours,

HEALTHCARE TRUST, INC.

 By: /s/ Edward M. Weil, Jr.

            Edward
M. Weil, Jr.

            Chief
Executive Officer and President

 cc: James A. Tanaka, AR Global

Michael J. Choate, Proskauer Rose
LLP

Daniel L. Forman, Proskauer Rose
LLP

United States securities and exchange commission logo
September 23, 2020
Edward Weil, Jr.
Chief Executive Officer and President
Healthcare Trust, Inc.
650 Fifth Avenue
30th Floor
New York, NY 10019
Re:Healthcare Trust, Inc.
Form S-11
Filed September 15, 2020
File No. 333-248826
Dear Mr. Weil:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Choate, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
  CORPORATION FINANCE

March 16, 2020

Ziv Sapir
Comrit Investments 1, LP
9 Ahad Ha’am Street
Tel Aviv, Israel 6129101

 Re: Healthcare Trust , Inc.
Schedule TO -T/A
Filed March  10, 2020 by Comrit Investments  1, Limited Partnership
  File No.  005-89596

Dear Mr. Sapir :

We have reviewed the above -captioned filing , and have the following comment s.  Please
respond by replying  in writing  to this letter and providing us with any requested additional
information and/or amending the filing .  If you do not believe a comment appl ies to your facts
and circumstances and/or do not believe an amendment is appropriate, please advise  us why .

  After reviewing any amendment to the filing and any information provide d in response to
these comment s, we may have additional comments.

Schedule TO-T/A

1. The offer has been conditioned upon their not having been “any general suspension of
trading in, or limitation on prices for, securities on any national securities exchange or in the
over-the-coun ter market in the United States …”  Given that shares in the subject company
for which the offer ha s been made are not traded on a national securities exchange , please
advise us, with a view toward revised disclosure, of the purpose of this language.

2. Please advise us, with a view toward revised disclosure, whether or not the language derived
from the above -cited condition  appearing in Section 12(d) of the Offer to Purchase has
become operative.  We note, for example, that multiple temporary cessations  in trading have
been implemented  on the New York Stock Exchange as a result of compliance with
compulsory trading c urbs since the offer has commenced.

3. To the extent the offerors conclude that a “general suspension of trading ” has occurred ,
please advise us, with a view toward revised disc losure, whether or not the condition has
been waived or a decision has been ma de to terminate the offer.  Please also advise us
whether  or not a material change has occurred  under Rules 14d -6(c), 14d -3(b)(1) and 14d -
4(d)(1 ), and if so, how the offerors intend to effectuate compliance with those rules.

Ziv Sapir
Comrit Investments 1, LP
March 16 , 2020
Page 2

*  * *

We remind you that the offerors are  respon sible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Amos W. Barclay, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
  CORPORATION FINANCE

March 4 , 2020

Ziv Sapir
Comrit Investments 1, LP
9 Ahad Ha’am Street
Tel Aviv, Israel 6129101

 Re: Healthcare Trust , Inc.
Schedule TO -T
Filed February  26, 2020 by Comrit Investments 1, Limited Partnership
  File No.  005-89596

Dear Mr. Sapir :

We have reviewed the above -captioned filing , and have the following comment s.  Please
respond by replying  in writing  to this letter and providing us with any requested additional
information and/or amending the filing .  If you do not believe a comment appl ies to your facts
and circumstances and/or do not believe an amendment is appropriate, please advise  us why .

  After reviewing any amendment to the filing and any information provide d in response to
these comment s, we may have additional comments.

Schedule TO-T

Item 10. Financial Statements

1. Given that the tender offer seeks to buy less than all of the outstanding class of securities, and
the named bidder is not subject to the periodic reporting requirements under the Securities
Exchange Act of 1934 and r ules thereunder, the safe harbor codified at Instruction 2 to Item
10 of Schedule TO is unavailable.  Please provide us with a brief legal analysis that explains
the basis for the position that the financial condition of the bidder is immaterial to a
shareh older’s decision whether or not to participate in the tender offer. Alternatively, please
revise to disclose the information required by Item 10 of Schedule TO.

Exhibit 95(a)(1)  – Offer to Purchase

2. Disclosure on the first page indicates that notice of any such extension, termination, or
amendment will promptly be disseminated  in compliance with Rule 14d -4(c).  The provision
that regulates dissemination of such notice s, however, has been codified at Rule 14d -4(d)(1).
Please revise.

Ziv Sapir
Comrit Investments 1, LP
March 4, 2020
Page 2

 Is the financial conditions of the bidders relevant to my decision to tender in  the offer?, p . 4

3. In the context of addressing the sources of fun ds available to consummate the tender offer,
the representation has been made tha t “the Purchaser has more than adequate resources .”  For
example, in response  to a question  posed on page  4 directly preceding th e one captioned
above, the disclosure indicates “the Purchaser currently has sufficient funded capital to fund
all of its commitments under this Offer. ”  Please provide us with the factual foundation for
these assertions , and advise us whether or not the cash needed to purchase the securities is
already available or if the availability of the fin ancial resources is s ubject to any
contingencies .  Refer to Item 11 of Schedule TO and corresponding Item 10 11(c) of
Regulation M -A as well as Section 14(e)  of the Securities Exchange Act of 1934.

Section 5. Extensi on of Tender  Period; Termination; Amendment, page 11

4. The disclosure indicates that i f the Purchaser makes a material change in the terms of the
Offer or the information concerning the Offer or waives a material condition of the Offer, the
Purchaser will extend the Offer to the extent required by Rules 14d -4(c) and 14d-6(d).  Both
of those rule provisions, however, seem inapplicable in the context of a material change.
Please revise to cite exclusi vely to Rule 14d -4(d)(1) and Rule 14e -1, or advise.

Exhibit 99.(a)(4) | Notice of Offer to Purchase for Cash

5. To the extent that the bidder relied upon “Summary publication” as described in Rule 14d -
4(a)(2) to disseminate the tender offer to security holders, please advise us of the medium
through which th e notice was distributed.  Alternatively, please advise us how the bidder
otherwise complied with Rule 14d -4(a).

*  * *

We remind you that the Purchaser  is responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

  You may contact  me at (202) 551 -3266  with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Panos
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Amos W. Barclay, Esq.

CORRESP
1
filename1.htm

December 3, 2019

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Ruairi Regan

    Re:
    Healthcare Trust, Inc. (the “Company”)

    Registration Statement on Form S-11 (File No. 333-234502)

    Acceleration Request

    Requested Date:  Thursday, December 5, 2019

    Requested Time: 4:00 p.m. Eastern Time

Dear Mr. Regan:

On behalf of the several underwriters of the Company’s
proposed public offering, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby
join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that
the above-referenced Registration Statement will be declared effective at 4:00 p.m., Eastern Time, on December 5, 2019, or
as soon as practicable thereafter.

Pursuant to Rule 460 of the General Rules and Regulations of
the Securities and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or dealer,
who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure the adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and will continue
to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue
to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left
Blank]

Very truly yours,

As representative of the several underwriters

    B. RILEY FBR, INC.

    By:

        /s/ Patrice McNicoll

    Name:  Patrice McNicoll

    Title:    SMD & Co-Head of Investment Banking

[Signature Page to Acceleration Request
(Underwriters)]

CORRESP
1
filename1.htm

December 3, 2019

VIA EDGAR AND EMAIL

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ruairi Regan

    Re:
    Acceleration Request of Healthcare Trust, Inc.

    Registration Statement on Form S-11 (File No. 333-234502)

    CIK No. 0001561032

Dear Mr. Regan:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Healthcare Trust, Inc., a Maryland corporation (the “Company”), hereby requests that the effective date of the
above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on
December 5, 2019, or as soon thereafter as practicable.

Once the Registration Statement has been declared effective,
please orally confirm that event with our counsel, Proskauer Rose LLP, by telephoning Daniel Forman at (212) 969-3096.

Thank you for your attention to this matter.

Very truly yours,

HEALTHCARE TRUST, INC.

    By:
    /s/ Edward M. Weil, Jr.

    Edward M. Weil, Jr.

    Chief Executive Officer and President

    cc:
    James A. Tanaka, AR Global

    Michael J. Choate, Proskauer Rose LLP

    Daniel L. Forman, Proskauer Rose LLP

November 12, 2019
Edward M. Weil, Jr.
Chief Executive Officer
Healthcare Trust, Inc.
405 Park Avenue, 3rd Floor
New York, New York 10022
Re:Healthcare Trust, Inc.
Registration Statement on Form S-11
Filed November 4, 2019
File No. 333-234502
Dear Mr. Weil:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at (202) 551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Choate, Esq.

Mailstop 3233
February  19, 201 6

VIA E -MAIL
Ms. Katie P. Kurtz
Chief Financial Officer
Healthcare Trust, Inc.
405 Park Avenue, 14th Floor
New York, NY, 10022

Re:  Healthcare  Trust, Inc.
 Form 10 -K for the fiscal year ended December 31, 2014
Filed April 15, 2015
File No. 000 -55201

Form 10 -Q for the quart erly period ended September 30, 2015
Filed November 16, 2015
File No. 000 -55201

Dear Ms. Kurtz:

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information  in the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

Healthcare
Trust, Inc.

405
Park Avenue, New York, NY 10022

T:
(212) 415-6500 F: (212) 230-1847

February 18, 2016

Via EDGAR

Robert F. Telewicz, Jr.

Accounting Branch Chief

Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Re: Healthcare Trust, Inc.

Form 10-K for the fiscal year ended
December 31, 2014

Filed April 15, 2015

File No. 000-55201

Form 10-Q for the quarterly period ended
September 30, 2015

Filed November 16, 2015

File No. 000-55201

Dear Mr. Telewicz:

On behalf of Healthcare
Trust, Inc., a Maryland corporation (the “Company”), please find transmitted herewith for filing, in connection
with the above-captioned Form 10-K (the “Form 10-K”) and Form 10-Q (the “Form 10-Q”) of
the Company, the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated December
23, 2015. The Company’s counsel previously submitted the Company’s responses to the Staff in correspondence dated
December 30, 2015, and we are resubmitting these responses as requested by the Staff.

The headings and numbered
paragraphs below correspond to the headings and numbered paragraphs of the letter. References to page numbers (other than in headings
taken from the Staff’s letter) are to pages of the Form 10-K or Form 10-Q.

The Company responds
to the specific comments of the Staff as follows:

Form 10-K for the fiscal year ended
December 31, 2014

General

 1. On your cover page you disclose the “aggregate market value” of your common stock
as of June 30, 2014. In future Exchange Act periodic reports, please revise to reframe this value in a different manner since there
is no market for your common stock. To the extent you disclose an aggregate value for the company, please clearly disclose the
basis for the per share value used.

  The Company undertakes to reframe this value in future Exchange Act periodic reports as requested.

Item
5. Market for Registrant’s Common Equity…

Purchases
of Equity Securities by the Issuer and Affiliated Purchasers, page 55

 2. We note your disclosure on page 56 regarding the number of repurchase requests and shares repurchased
pursuant to your SRP. We understand that the table includes 34 unfulfilled repurchase requests relating to 52,347 shares that were
approved for repurchase as of December 31, 2014 and completed in February 2015. It is unclear if the company had any additional
unfulfilled repurchase requests. In future Exchange Act reports please clearly disclose the aggregate share amount of redemption
requests received, including any unfulfilled requests, during the year or during the period presented in the report.

  The Company undertakes to clearly disclose the aggregate share amount of repurchase requests received,
including any unfulfilled requests, during the year or during the period presented in future Exchange Act periodic reports as requested.

Form
10-Q for the quarterly period ended September 30, 2015

Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Funds from Operations and Modified
funds From Operations, page 42

 3. In arriving at FFO attributable to common stockholders, you start with net loss. It does not
appear you have made an adjustment for non-controlling interest. As a result, it appears FFO is attributable to all equity holders
instead of just common stockholders. Please clarify and/or revise title of measure in future periodic filings to adequately reflect
what is being presented.

Healthcare
Trust, Inc. • 405 Park Avenue, New York, NY 10022

The Company undertakes to clarify
the title of the measure in future periodic filings as requested.

The Company
acknowledges that:

 · the Company is responsible for the adequacy
and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure
in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing;

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

Thank you for your
consideration of the Company’s response to the Staff’s comments. We appreciate your review and assistance. If you have
any questions regarding this response, please do not hesitate to call the undersigned at (212) 415-6500.

    Very truly yours,

    HEALTHCARE TRUST, INC.

    By:
    /s/ Katie P. Kurtz

    Katie P. Kurtz

    Chief Financial Officer,

    Treasurer and Secretary

 cc: James A. Tanaka, Esq.

Michael J. Choate, Esq.

Peter M. Fass, Esq.

Healthcare
Trust, Inc. • 405 Park Avenue, New York, NY 10022

CORRESP
1
filename1.htm

December 30, 2015

Via EDGAR

Robert F. Telewicz, Jr.

Accounting Branch Chief

Office of Real Estate and Commodities

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549-7010

 Re: Healthcare Trust, Inc.

Form
10-K for the fiscal year ended December 31, 2014

Filed
April 15, 2015

File
No. 000-55201

Form
10-Q for the quarterly period ended September 30, 2015

Filed
November 16, 2015

File
No. 000-55201

Dear Mr. Telewicz:

On behalf of Healthcare
Trust, Inc., a Maryland corporation (the “Company”), please find transmitted herewith for filing, in connection
with the above-captioned Form 10-K (the “Form 10-K”) and Form 10-Q (the “Form 10-Q”) of the Company, the
Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated December
23, 2015.

The headings and numbered
paragraphs below correspond to the headings and numbered paragraphs of the letter. References to page numbers (other than in headings
taken from the Staff’s letter) are to pages of the Form 10-K or Form 10-Q.

On behalf of the Company,
we respond to the specific comments of the Staff as follows:

Form 10-K for the fiscal year ended
December 31, 2014

General

 1. On your cover page you disclose the “aggregate market value” of your common stock
as of June 30, 2014. In future Exchange Act periodic reports, please revise to reframe this value in a different manner since there
is no market for your common stock. To the extent you disclose an aggregate value for the company, please clearly disclose the
basis for the per share value used.

The
Company undertakes to reframe this value in future Exchange Act periodic reports as requested.

Item
5. Market for Registrant’s Common Equity…

Purchases
of Equity Securities by the Issuer and Affiliated Purchasers, page 55

 2. We note your disclosure on page 56 regarding the number of repurchase requests and shares repurchased
pursuant to your SRP. We understand that the table includes 34 unfulfilled repurchase requests relating to 52,347 shares that were
approved for repurchase as of December 31, 2014 and completed in February 2015. It is unclear if the company had any additional
unfulfilled repurchase requests. In future Exchange Act reports please clearly disclose the aggregate share amount of redemption
requests received, including any unfulfilled requests, during the year or during the period presented in the report.

The
Company undertakes to clearly disclose the aggregate share amount of repurchase requests received, including any unfulfilled requests,
during the year or during the period presented in future Exchange Act periodic reports as requested.

Form
10-Q for the quarterly period ended September 30, 2015

Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Funds from Operations and Modified
funds From Operations, page 42

 3. In arriving at FFO attributable to common stockholders, you start with net loss. It does not
appear you have made an adjustment for non-controlling interest. As a result, it appears FFO is attributable to all equity holders
instead of just common stockholders. Please clarify and/or revise title of measure in future periodic filings to adequately reflect
what is being presented.

The
Company undertakes to clarify the title of the measure in future periodic filings as requested.

The Company
acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission
from taking any action with respect to the filing;

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

Thank you for your
consideration of the Company’s response to the Staff’s comments. We appreciate your review and assistance. If you have
any questions regarding this response, please do not hesitate to call the undersigned at (312) 962-3567.

    Very truly yours,

    PROSKAUER ROSE LLP

    By:
    /s/ Michael J. Choate

    Michael J. Choate

 cc: Katie P. Kurtz

James
A. Tanaka, Esq.

Peter
M. Fass, Esq.

Mailstop 3233
Decemb er 23, 2015

Via E-mail
Ms. Katie P . Kurtz
Chief Financial Officer
Healthcare Trust, Inc.
405 Park Avenue, 14th Floor
New York, NY, 10022

Re: Healthcare Trust, Inc.
 Form 10-K for the  fiscal  year e nded December 31, 2014
Filed April  15, 2015
File No. 000 -55201

Form 10-Q for the quart erly period ended September 30, 2015
Filed November 16, 2015
File No. 000-55201

Dear Ms. Kurtz :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments with in ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the fiscal year ended December 31, 2014

General

1. On your cover page you disclose the “aggregate market value” of your common stock as
of June 30, 2014.   In future Exchange Act periodic reports, please revise to reframe this
value in a different manner since there is no market for your common stock.   To the
extent you disclose an aggregate value for the company, please clearly disclose the basis
for the per sh are value used.

Ms. Katie P. Kurtz
Healthcare Trust, Inc.
December  23, 2015
Page 2

 Item 5.   Market for Registrant’s Common Equity…

Purchases of Equity Securities by the Issuer and Affiliated Purchasers, page 55

2. We note your disclosure on page 56 regarding the number of repurchase requests and
shares repurchased pursu ant to your SRP.   We understand that the table includes 34
unfulfilled repurchase requests relating to 52,347 shares that were approved for
repurchase as of December 31, 2014 and completed in February 2015.   It is unclear if the
company had any additional unfulfilled repurchase requests.   In future Exchange Act
reports please clearly disclose the aggregate share amount of redemption requests
received, including any unfulfilled requests, during the year or during the period
presented in the report.

Form 10 -Q for  the quarterly period ended September 30, 2015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Funds from Operations and Modified funds From Operations, page 42

3. In arriving at FFO attributable to common stockholders, you start with net loss.  It does
not appear you have made an adjustment for non -controlling interest.   As  a result, it
appears F FO is attributable to all equity holders instead of just common stockholders.
Please clarify and/or rev ise title of measure in future periodic filings to adequately reflect
what is being presented.

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 th e Securities Exchange Act of
1934 and all applicable Exchange 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 made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal secur ities laws of the United States.

Ms. Katie P. Kurtz
Healthcare Trust, Inc.
December  23, 2015
Page 3

 You may contact Jeffrey Lewis , Staff Accountant,  at (202) 551 -6216  or the undersigned
at (202) 551 -3438 if you have questions regarding comments on the financial st atements and
related matters. Please contact Rahul Patel , Staff Attorney , at (202) 551-3799  or Kim McManus
at (202) 551-3215  with any other questions.

Sincerely,

        /s/ Robert F. Telewicz, Jr.

 Robert F. Telewicz, Jr.
Accounting Branch Chief
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

    Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

October 22, 2014

Ms. Jennifer Gowetski

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549-7010

    Re:
    American Realty Capital Healthcare Trust II, Inc.

    Post-Effective Amendment No. 9 to Form S-11

    Filed October 8, 2014

    File No. 333-184677

Dear Ms. Gowetski:

On behalf of our client,
American Realty Capital Healthcare Trust II, Inc. (the “Company”), we are submitting this letter in response
to the telephonic comments of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”) on October 17, 2014, with respect to Post-Effective Amendment No. 9 to the Registration
Statement on Form S-11 (the “Post-Effective Amendment”) filed by the Company with the Commission on October
8, 2014 (No. 333-184677) (the “Registration Statement”). In connection with this letter, the Company is filing
an amendment to the Post-Effective Amendment (“Amendment No. 2”) on the date hereof.

Certain of the Staff’s
comments call for explanation of, or supplemental information as to, various matters relating to disclosures provided in the Registration
Statement. Responses to these comments have been provided by the Company to us and are set forth in this letter. The Company’s
responses are set forth below.

General

 1. The Staff requested that, going forward, the Company include in its Post-Effective Amendments
filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 a discussion regarding cumulative FFO compared to cumulative
distributions and a brief statement as to how this is dilutive.

  At the Staff’s request, the Company has included a more fulsome discussion regarding
                                                        cumulative FFO compared to cumulative distributions. The Company has also included a reference to the risk factor described
                                                        in response to the Staff’s comment 2 below, which risk factor describes the dilutive impact of distributions that are
                                                        not covered by FFO. Please see page S-4 of Amendment No. 2. The Company will also include the added language in future
                                                        Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5.

 2. The Staff requested that, going forward, the Company add or update, as applicable, in its
Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5, a risk factor that discloses
the percentage of distributions, if any, that is not covered by cash flow from operations or full fiscal year or stub FFO.

  The Company respectfully submits that the Company included a risk factor that disclosed the
                                                        percentage of distributions that was not covered by cash flow from operations in its Quarterly Report on Form 10-Q filed with
                                                        the Commission on August 6, 2014 (the “Quarterly Report”). The Quarterly Report, including the relevant
                                                        risk factor, was incorporated by reference into the Post-Effective Amendment. The Company will also include the risk factor
                                                        in future Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5.

The Company
acknowledges that:

 · should the Commission or 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;

 · 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.

Thank you for your
prompt attention to this letter responding to the Staff’s comments. Please direct any questions concerning this response
to the undersigned at (312) 962-3567.

Very truly yours,

PROSKAUER ROSE LLP

By: /s/ Michael J. Choate

             Michael
J. Choate

cc:	          Peter M. Fass, Esq.

James A. Tanaka, Esq.

CORRESP
1
filename1.htm

    Proskauer Rose LLP   Eleven Times Square   New York, NY 10036-8299

July 30, 2014

Ms. Sandra Hunter

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549-7010

    Re:

        American Realty Capital Healthcare Trust
        II, Inc.

        Post-Effective Amendment No. 8 to Form S-11

        Filed July 24, 2014

        File No. 333-184677

Dear Ms. Hunter:

On behalf of our client,
American Realty Capital Healthcare Trust II, Inc. (the “Company”), we are submitting this letter in response
to the telephonic comments of the staff (the “Staff”) of the United States Securities and Exchange Commission
(the “Commission”) on July 30, 2014, with respect to Post-Effective Amendment No. 8 to the Registration Statement
on Form S-11 (the “Post-Effective Amendment”) filed by the Company with the Commission on July 24, 2014 (No.
333-184677) (the “Registration Statement”).

Certain of the Staff’s
comments call for explanation of, or supplemental information as to, various matters relating to disclosures provided in the Registration
Statement. Responses to these comments have been provided by the Company to us and are set forth in this letter. The Company’s
responses are set forth below.

General

 1. The Staff requested that, going forward, the Company include in its Post-Effective Amendments
filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 a discussion regarding cumulative FFO compared to cumulative
distributions and a brief statement as to how this is dilutive.

  The Company will include a discussion regarding cumulative FFO compared to cumulative distributions
and describe the dilutive impact, if any, in all future Post-Effective Amendments filed pursuant to the undertaking in Section
20.D. of Industry Guide 5.

 2. The Staff requested that, going forward, the Company add or update, as applicable, in its
Post-Effective Amendments filed pursuant to the undertaking in Section 20.D. of Industry Guide 5 the following: (i) a risk factor
that discloses the percentage of distributions, if any, that is not covered by cash flow from operations or full fiscal year or
stub FFO and (ii) a summary risk factor with respect thereto.

  The Company will add or update, as applicable, in its Post-Effective Amendments filed pursuant
to the undertaking in Section 20.D. of Industry Guide 5 the following: (i) a risk factor that discloses the percentage of distributions,
if any, that is not covered by cash flow from operations or full fiscal year or stub FFO and (ii) a summary risk factor with respect
thereto.

The Company
acknowledges that:

 · should the Commission or 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;

 · 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.

Thank you for your
prompt attention to this letter responding to the Staff’s comments. Please direct any questions concerning this response
to the undersigned at (212) 969-3445.

    Very truly yours,

    PROSKAUER ROSE LLP

    By:
    /s/ Peter M. Fass

    Peter M. Fass

    cc:

        Michael J. Choate, Esq.

        James A. Tanaka, Esq.

CORRESP
1
filename1.htm

    From:
    Volchyok, Leon <lvolchyok@proskauer.com>

    Sent:
    Mon 2/11/2013 5:46 PM

    To:
    Barros, Sonia; Gorman, Stacie

    Cc:
    Fass, Peter M.

    Subject:
    American Realty Capital Healthcare Trust II, Inc. - S-11/A Filed on 2/8/13

Sonia and Stacie,

Attached please find changed pages to the referenced S-11/A
filing reflecting changes made in response to your telephonic comments.  We wanted to email you these changed pages before
filing them as correspondence on EDGAR.  If these changes are acceptable to you, can the issuer make these changes in the
424(b) prospectus filing or do you require another S-11 amendment with these changes?

Please call us if you have any questions.

Thank you in advance.

Best
regards,

Peter and Leon

Leon
Volchyok

Attorney at Law

Proskauer

Eleven Times Square

New York, NY 10036-8299

d 212.969.3434

f  212.969.2900

lvolchyok@proskauer.com

CORRESP
1
filename1.htm

American Realty Capital Healthcare Trust
II, Inc.

405 Park Avenue

New York, New York 10022

February 12, 2013

VIA ELECTRONIC TRANSMISSION

AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Sonia Gupta Barros

    Re:
    American Realty Capital Healthcare Trust II, Inc.

File No. 333-184677

Dear Ms. Barros:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, American Realty Capital Healthcare Trust II, Inc. (the “Company”) hereby requests acceleration
of the effective date of the above-referenced Registration Statement, so that it may become effective at 10:00 a.m. Eastern Time
on February 14, 2013, or as soon thereafter as practicable.

The Company acknowledges that:

    ·
    should the Commission or 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;

    ·
    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.

Very truly yours,

American Realty Capital Healthcare Trust II, Inc.

    /s/ Thomas P. D’Arcy

    Thomas P. D’Arcy

    Chief Executive Officer

CORRESP
1
filename1.htm

     Proskauer Rose LLP   Eleven Times Square   New
    York, NY 10036-8299

    February 7, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sonia Gupta Barros

 Re: American Realty Capital Healthcare Trust II, Inc.

Amendment No. 2 to Registration
Statement on Form S-11

Filed January 11, 2013

File No. 333-184677

Dear Ms. Barros:

On behalf of our client, American Realty
Capital Healthcare Trust II, Inc. (the “Company”), we are submitting this letter in response to the written
comment of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
contained in your letter, dated January 28, 2013 (the “Comment Letter”), with respect to pre-effective amendment
no. 2 (“Amendment No. 2”) to the registration statement on Form S-11 (File No. 333-184677) (the “Registration
Statement”) filed by the Company with the Commission on January 11, 2013.

Certain of the Staff’s comments call
for explanation of, or supplemental information as to, various matters relating to disclosures provided in Amendment No. 2. Responses
to these comments have been provided by the Company to us and are set forth in this letter or in Amendment No. 3 to the Registration
Statement (“Amendment No. 3”). Amendment No. 3 was filed by the Company today with the Commission.

The Company’s responses are set forth
below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment
Letter. For the convenience of the Staff, each of the comments from the Comment Letter is restated in bold italics prior to the
Company’s response thereto.

General

 1. We note your response to comment 1 of our letter dated December 18, 2012. We will continue to monitor for your response
to comments 22 and 26 of our letter dated November 7, 2012.

Please be advised that as of the filing of Amendment
No. 3, all exhibits to the Registration Statement have been filed. Please also be advised that the Company has revised the prior
performance tables in Appendix A to include only those programs that have closed within the most recent three or five years, as
applicable. The Company undertakes to update the prior performance tables in a post-effective amendment prior to April 30, 2013
to reflect the performance of prior programs through the year ended December 31, 2012.

Prospectus Summary, page 1

What are the fees and other amounts that you will pay
to the advisor …?, page 13

 2. Please explain the purpose of offering both an incentive fee and equity incentive plan to the advisor.

Please be advised that the incentive fees that
may be payable to the advisor, if earned, and the awards that may be issued under the Company’s employee and director
incentive restricted share plan (the “Restricted Share Plan”) serve two distinct purposes. The incentive
fees, which are structured in accordance with the NASAA Statement of Policy Regarding Real Estate Investment Trusts and are
similar to the incentive fees offered by most of the Company’s competitor non-traded REITs to their respective
managers/advisors, are designed to compensate the Company’s advisor if its management of the Company results in the
success of the Company and its stockholders, i.e., if the total return to stockholders is above 6.0% per annum the advisor
will receive 15.0% of the amount in excess of such 6.0% per annum return to stockholders. Please note that, as disclosed in
the prospectus, the sum of fees, reimbursements, subordinated participation and subordinated distributions from the operating
partnership, in each case paid to the advisor, and the fair market value of all shares of restricted stock granted under the
Restricted Share Plan may not exceed the aggregate of (a) 6% of all properties’ aggregate gross contract purchase
price, (b) as determined annually, the greater, in the aggregate, of 2% of average invested assets and 25% of net income
other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain
from the sale of assets for that period, (c) disposition fees, if any, of up to 3% of the contract sales price of
all properties that the Company sells, and (d) 15% of remaining net sales proceeds after return of capital contributions plus
payment to investors of a 6% cumulative, pre-tax, non- compounded return on the capital contributed by investors.

On the other hand, the Restricted Share Plan is
an equity plan much like the plans offered by most public companies pursuant to which awards of restricted stock may be made
by the Company to its directors, officers, employees, employees of entities that provide services to the Company, certain of
the Company’s consultants and their respective employees and others serving in like capacities with respect to the
Company, including the Company’s advisor and its affiliates and employees. Unlike the incentive fees that may be
payable to the Company’s advisor, awards under the Restricted Share Plan are not subject to the satisfaction of a
certain return to stockholders, but rather such awards are designed to encourage individuals and companies retained by the
Company, which the Company’s management believes are capable of improving the Company’s operations and profits,
in a manner which aligns the interests of the Company and its stockholders with the interests of the recipients of the
restricted stock awards. For example, the Restricted Share Plan provides for certain automatic grants of restricted shares of
the Company’s common stock to the Company’s independent directors, subject to vesting restrictions. Shares issued
pursuant to the Restricted Share Plan will generally vest over a specified period of time in order to further align the
interests of recipients of awards under the Restricted Share Plan in the long-term growth in the value of the shares of the
Company’s common stock received.

Management page 81

The Advisor, page 91

 3. We note your response to comment 8 of our letter dated December 18, 2012. In response to our comment, it appears that
certain personnel will each spend about 30 hours a week on your activities, while Messrs. Weil, Block, and Budko will, together,
spend about 20 hours a week on your activities. Please clarify that this is the case, or whether Messrs. Weil, Block and Budko
will each devote about 20 hours a week to your activities.

Please be advised that the Company has revised the
prospectus to clarify that, as described above, certain personnel will each spend approximately 30 hours per week on the Company’s
activities, while Messrs. Weil, Block and Budko, will together, and not individually, spend approximately 20 hours per week in
the aggregate on activities related to the Company.

Material U.S. Federal Income Tax Considerations, page
164

 4. We note that recent changes were made to the tax code. Please update your disclosure in this section as appropriate or
advise.

Please be advised that the Company has updated as
appropriate the section entitled “Material U.S. Federal Tax Considerations” to reflect the above-referenced changes
to the tax code.

Thank you for your
prompt attention to this letter responding to the Staff’s comments. Please direct any questions concerning this response
to the undersigned at (212) 969-3445.

    Yours truly,

    /s/ Peter M. Fass

    Peter M. Fass, Esq.

January 28, 2013
Via E -mail
Nicholas S. Schorsch
Chairman of the Board of Directors
American Realty Capital Healthcare Trust II, Inc.
405 Park Avenue
New York, NY 10022

Re: American Realty Capital Healthcare Trust II, Inc.
Amendment No. 2 to Registration  Statement on Form S -11
Filed January 11, 2013
  File No. 333 -184677

Dear Mr. Schorsch :

We have reviewed Amendment No. 2 to your registration statement  and have the
following comments.  In some of our comments, we may ask you to provide us with inform ation
so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe a n 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 these  comments, we may have  additional comments.

General

1. We note your response to comment 1 of our letter dated December 18, 2012.  We will
continue to monitor for your response to comments 22 and 26 of our letter dated
November 7, 2012.

Prospectus Summary, page 1

What are the fees and other amounts that you wi ll pay to the advisor …?, page 13

2. Please explain the purpose of offering both an incentive fee and equity incentive plan to
the advisor.

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
January 28, 2013
Page 2

 Management, page 81

The Advisor, page 91

3. We note your response to comment 8 of our  letter dated December 18, 2012.  In response
to our comment, it appears that certain personnel will each spend about 30 hours a week
on your activities, while Messrs. Weil, Block, and Budko will, together, spend about 20
hours a week on your activities.  Please clarify that this is the c ase, or whether Messrs.
Weil, Block and Budko will each devote about 20 hours a week to your activities.

Material U.S. Federal Income Tax Considerations, page 164

4. We note that recent changes were made to the tax code.  Please update your disclosure in
this section as appropriate or advise.

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 Securities 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 made.

Notwithstanding our comments, 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:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, 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.

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
January 28, 2013
Page 3

You may contact Howard Efron at (202) 551 -3439 or Robert Telewicz at (202)551 -3438
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3655  with any other
questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Special Counsel

cc:  Peter M. Fass ( via e -mail)

CORRESP
1
filename1.htm

January 11, 2013

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sonia Gupta Barros

    Re:
    American Realty Capital Healthcare Trust II, Inc.

    Pre-Effective Amendment No. 1 to Registration Statement on Form S-11

    Filed December 6, 2012

    File No. 333-184677

Dear Ms. Barros:

On behalf of our client, American Realty
Capital Healthcare Trust II, Inc. (the “Company”), we are submitting this letter in response to the written
comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
contained in your letter, dated December 18, 2012 (the “Comment Letter”), with respect to Pre-Effective Amendment
No. 1 (“Amendment No. 1”) to the registration statement on Form S-11 (File No. 333-184677) (the “Registration
Statement”) filed by the Company with the Commission on December 6, 2012.

Certain of the Staff’s comments call
for explanation of, or supplemental information as to, various matters relating to disclosures provided in Amendment No. 1. Responses
to these comments have been provided by the Company to us and are set forth in this letter or in Amendment No. 2 to the Registration
Statement (“Amendment No. 2”). Amendment No. 2 was filed by the Company yesterday with the Commission.

The Company’s responses are set forth
below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment
Letter. For the convenience of the Staff, each of the comments from the Comment Letter is restated in bold italics prior to the
Company’s response thereto.

General

 1. We note your response to comments 3, 22 and 26 of our letter dated November 7, 2012. We will continue to monitor for
your response to these comments.

Please note that support for all quantitative and
qualitative business and industry data used in the Registration Statement (the referenced comment 3) was submitted to the Staff
supplementally on December 13, 2012. We acknowledge that the Staff will continue to monitor for responses to comments 22 and 26
of the November 7, 2012 comment letter.

 2. We note your response to comments 4 and 5 of our letter dated November 7, 2012, and your reliance on the relief granted
in prior no-action letters. We note that you are responsible for analyzing the applicability of the tender offer rules, including
Rule 13e-4 and Regulation 14E, and Regulation M to your share repurchase program. We are not taking a position on the conclusions
described in your response and urge you to consider all the elements of your share repurchase program in determining whether the
program is consistent with relief granted.

We advise the Staff that the Company will file a request
for no-action relief from the Commission with respect to the Company’s share repurchase program shortly following effectiveness
of the Registration Statement.

Prospectus Summary, page 1

What are the fees and other amounts that you will pay
to the advisor …?, page 12

 3. We note that you intend to pay an oversight fee. Please revise to clarify which fee is considered to be the oversight
fee.

Please note that the compensation tables in the prospectus
have been revised to disclose the oversight fee in a separate row.

 4. Please revise your disclosure to clarify that the advisor will be entitled to distributions based on the Class B units
that it receives as part of the “asset management subordinated participation” fee, and that these amounts will be in
addition to the incentive fees that it may receive, including, but not limited to, the annual subordinated performance fee and
the subordinated participation in net sales proceeds.

Please note that the following text has been added
to the prospectus: “Our advisor will be entitled to receive distributions
on the vested and unvested Class B units it receives in connection with its asset management subordinated participation at the
same rate as distributions received on our common stock; such distributions will be in addition to the incentive fees the advisor
and its affiliates may receive from us, including, without limitation, the annual subordinated performance fee and the subordinated
participation in net sales proceeds, the subordinated incentive listing distribution or the subordinated distribution upon termination
of the advisory agreement, as applicable.”

 5. Please clarify how you will determine the “value of one share of common stock” prior to when you begin calculating
NAV.

Please note that the prospectus has been revised to
clarify that the “value of one share of common stock” is equal “initially to $22.50 (the primary offering price
minus selling commissions and dealer manager fees) and, at such time as we calculate NAV, to per share NAV.”

    2

 6. Please disclose in a separate column the recipients of the compensation.

Please note that the compensation tables in the prospectus
have been revised to add a separate column disclosing the recipients of each category of compensation.

Risk Factors, page 28

Purchases of common stock by our directors …,
page 28

 7. We note your response to comment 13 of our letter dated November 7, 2012. Please clarify, in the subcaption of this risk
factor, that you may only ultimately attain the minimum offering amount by selling shares to affiliates.

Please note that the referenced risk factor has been
revised to clarify that the Company may ultimately only attain the minimum offering amount by selling shares to its affiliates.

Management, page 78

The Advisor, page 88

 8. We note your response to comment 15 of our letter dated November 7, 2012. We reissue our comment. Please disclose, approximately,
how much time your named executive officers will devote to your operations each week.

Please note that the prospectus has been revised to
disclose approximately how much time the Company’s executive officers and other key personnel will devote to the Company’s
operations each week.

Valuation Policies, page 133

 9. We refer to the illustrative calculation on page 136. Please tell us if you have included advisor and broker dealer fees.
If you have not, please tell us why.

Please note that the referenced calculation illustrates
the way in which the Company will calculate its net asset value (“NAV”) on a hypothetical trading day. Since
dealer manager fees and selling commissions are amounts paid in connection with the Company’s fundraising and sale of its
stock, and such amounts do not ultimately get invested in the Company’s real estate investments but instead are paid to the
dealer manager or selling dealer, as applicable, of the Company’s offering, the illustrative calculation does not take such
amounts into consideration in deriving NAV (a valuation based on the Company’s real estate investments). The amounts payable
to the Company’s advisor and its affiliates which are taken into account in deriving NAV are included, as applicable, in
the line item for “Accrual of Operating and Other Expenses.” Note that the following footnote has been added corresponding
to this line item for clarification: “Includes amounts payable to our advisor and its affiliates in respect of, as applicable,
acquisition fees and expenses, reimbursement of operating expenses, financing coordination fees, property management and leasing
fees, oversight fees, real estate commissions and annual subordinated performance fees.”

    3

Summary of our Operating Partnership Agreement page
206

Limited Partner Exchange Rights, page 211

 10. We note your disclosure that a limited partner will have the right to exercise its exchange right in less than one year
if you determine to permit such exchange. Please tell us if the common shares that you may issue upon redemption of units will
be issued in a transaction exempt from registration under the Securities Act.

Please note that the prospectus has been
revised to remove the reference to limited partners having the right to exercise their exchange right in less than one year if
the Company determines to permit such exchange.

Thank you for your
prompt attention to this letter responding to the Comment Letter. Please direct any questions concerning this response to the undersigned
at (212) 969-3445.

    Yours truly,

    /s/ Peter M. Fass

    Peter M. Fass, Esq.

    4

December 18, 2012

Via E -mail
Nicholas S. Schorsch
Chairman of the Board of Directors
American Realty Capital Healthcare Trust II, Inc.
405 Park Avenue
New York, NY 10022

Re: American Realty Capital Healthcare Trust II, Inc.
Amendment No. 1 to Registration Statement on Form S -11
Filed December 7, 2012
  File No. 333 -184677

Dear Mr. Schorsch :

We have reviewed Amendment No. 1 to your registration statement  and have the
following comments.  In some of our comments, we may ask you to provide us w ith information
so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply 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 these  comments, we may have  additional comments.

General

1. We note your response to comments 3, 22 and 26 of our letter dated November 7, 2012.
We will continue to monitor for your response to these comments.

2. We note your response to comments 4 and 5 of our letter dated November 7, 2012, and
your reliance on the relief granted in prior no -action letters. We note that you are
responsible for analyzing the applicability of the tender offer rules, including Rule 13e -4
and Regulation 14E, and Regulation M to your share repurchase program.   We are not
taking a position on th e conclusions described in your response and urge you to consider
all the elements of your share repurchase program in determining whether the program is
consistent with relief granted .

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
December 18, 2012
Page 2

 Prospectus Summary, page 1

What are the fees and other amounts that you will pay to the advisor …?, page 12

3. We note that you intend to pay an oversight fee.  Please revise to clarify which fee is
considered to be the oversight fee.

4. Please revise your disclosure to clarify that the advisor will be entitled to distribution s
based on the Class B units that it receives as part of the “asset management subordinated
participation” fee, and that these amounts will be in addition to the incentive fees that it
may receive, including, but not limited to, the annual subordinated per formance fee and
the subordinated participation in net sales proceeds.

5. Please clarify how you will determine the “value of one share of common stock” prior to
when you begin calculating NAV.

6. Please disclose in a separate column the recipients of the c ompensation.

Risk Factors, page 28

Purchases of common stock by our directors …, page 28

7. We note your response to comment 13 of our letter dated November 7, 2012.  Please
clarify, in the subcaption of this risk factor, that you may only ultimately attain the
minimum offering amount by selling shares to affiliates.

Management, page 78

The Advisor, page 88

8. We note your response to comment 15 of our letter dated November 7, 2012.  We reissue
our comment.  Please disclose, approximately, how much time your named executive
officers will devote to your operations each week.

Valuation Policies, page 133

9. We refer to the illustrative calculation on page 136.  Please tell us if you have included
advisor and broker dealer fees.  If you have not,  please tell us why.

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
December 18, 2012
Page 3

 Summary of our Operating Partnership Agreement, page 206

Limited Partner Exchange Rights, page 211

10. We note your  disclosure that a limited partner will have the right to exercise its exchange
right in less than one year if you determine to permit such exchange.  Please tell us if the
common shares that you may issue upon redemption of units will be issued in a
trans action exempt from registration under the Securities Act.

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 Securities Act of 193 3 and
all appl icable 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 made.

Notwithstanding our comme nts, 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:

 should the Commission or the staff, acting pursuant to delegated authority, decl are 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 o f 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 of the
registration statement.

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
December 18, 2012
Page 4

 You may contact Howard Efron at (202) 551 -3439 or Robert Telewicz at (202)551 -3438
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3655  with any other
questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Special Counsel

cc:  Peter M. Fass ( via e -mail)

CORRESP
1
filename1.htm

    Proskauer Rose LLP    Eleven Times Square    New York, NY 10036-8299

December 7, 2012

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Sonia Gupta Barros

 Re: American Realty Capital Healthcare Trust II, Inc.

Registration Statement on Form S-11

Filed October 31, 2012

File No. 333-184677

Dear Ms. Barros:

On behalf of our client, American Realty
Capital Healthcare Trust II, Inc. (the “Company”), we are submitting this letter in response to the written
comment of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”)
contained in your letter, dated November 27, 2012, with respect to the registration statement on Form S-11 filed by the Company
with the Commission on October 31, 2012 (File No. 333-184677) (the “Registration Statement”).

Certain of the Staff’s comments call
for explanation of, or supplemental information as to, various matters relating to disclosures provided in the Registration Statement.
Responses to these comments have been provided by the Company to us and are set forth in this letter or in Amendment No. 1 to the
Registration Statement (“Amendment No. 1”). Amendment No. 1 was filed by the Company today with the Commission.

The Company’s responses are set forth
below, with the headings and numbered items of this letter corresponding to the headings and numbered items contained in the Comment
Letter. For the convenience of the Staff, each of the comments from the Comment Letter is restated in bold italics prior to the
Company’s response.

General

 1. Please submit all written sales materials proposed to be transmitted to prospective investors, orally or in writing,
including that intended for broker-dealer use only. Please be aware that we will need time to review these materials. In addition,
note that sales materials must set forth a balanced presentation of the risks and rewards to investors and should not contain any
information or disclosure that is not contained in or derived from the prospectus. For guidance, refer to Item 19.D of Industry
Guide 5.

The Company acknowledges that sales materials to be
used in connection with the offering must set forth a balanced presentation of the risks and rewards to investors and should not
contain any information or disclosure that is not contained in or derived from the prospectus. We advise the Staff that the Company
has not yet prepared sales materials for use in connection with the offering. The Company will submit all written sales materials
proposed to be transmitted to prospective investors, either orally or in writing, to the Staff prior to use.

 2. Please provide us with copies of any graphics, maps, photographs, and related captions or other artwork including logos
that you intend to use in the prospectus. Such graphics and pictorial representations should not be included in any preliminary
prospectus distributed to prospective investors prior to our review.

Please be advised that the Company will submit to
the Staff for review all graphics, maps, photographs, and related captions or other artwork including logos that the Company intends
to use in the prospectus prior to requesting effectiveness of the Registration Statement. The Company acknowledges that such graphics
and pictorial representations are not to be used in any preliminary prospectus distributed to prospective investors prior to the
Staff’s review.

 3. Please provide us with support for all quantitative and qualitative business and industry data used in the registration
statement. For example only, we note your disclosure in the section “Market Overview” starting on page 73. Clearly
mark the specific language in the supporting materials that supports each statement. The requested information should be filed
as EDGAR correspondence or, alternatively, should be sent in paper form accompanied by a cover letter indicating that the material
is being provided pursuant to Securities Act Rule 418 and that such material should be returned to the registrant upon completion
of the staff review process.

Please be advised that the Company will submit as
EDGAR correspondence, or supplementally to the Staff pursuant to Rule 418, support for all quantitative and qualitative business
and industry data used in the Registration Statement.

 4. Please be advised that you are responsible for analyzing the applicability of the tender offer rules, including Rule
13e-4 and Regulation 14E, to your share repurchase program. We urge you to consider all the elements of your share repurchase program
in determining whether the program is consistent with relief granted by the Division of Corporation Finance in prior no action
letters. See, for example, T REIT Inc. (Letter dated June 4, 2001) and Wells Real Estate Investment Trust II, Inc. (Letter dated
December 3, 2003). To the extent you have questions as to whether the program is entirely consistent with the relief previously
granted by the Division of Corporation Finance, you may contact the Division’s Office of Mergers and Acquisitions.

The Company’s share repurchase program is consistent
with programs granted relief by the Division of Corporation Finance in prior no-action letters such as those granted to T REIT
Inc. on June 4, 2001 and Wells Real Estate Investment Trust II, Inc. on December 3, 2003. With respect to the Company’s share
repurchase program, we note the following: (i) all material information and modifications related to the repurchase program will
be fully and timely disclosed to stockholders in the prospectus and the net asset value (“NAV”) per share will
be available on the Company’s web site and toll-free information line; (ii) the Company will not solicit repurchases other
than through the prospectus and prospectus supplements disclosing the NAV per share; (iii) repurchases will be limited in any 12-month
period to 5.0% of the weighted average number of shares of common stock outstanding on December 31st of the previous calendar year;
(iv) stockholders may cancel repurchase requests by notifying a customer service representative at the Company’s toll-free
information line; (v) there will be no established trading market for the Company’s common stock and the share repurchase
program will be terminated if the Company’s shares of common stock are listed on a national securities exchange; and (vi)
except as otherwise exempted therein, the Company shall comply with the tender offer rules, including Rule 13e-4 and Regulation
14E.

    2

 5. We note that you may conduct the share repurchase program during the offering period of the shares being registered under
this registration statement. Please be advised that you are responsible for analyzing the applicability of Regulation M to your
share repurchase program. We urge you to consider all the elements of your share repurchase program in determining whether the
program is consistent with the class relief granted by the Division of Market Regulation in the class exemptive letter granted
Alston & Bird LLP dated October 22, 2007. To the extent you have questions as to whether the program is entirely consistent
with that class exemption you may contact the Division of Market Regulation.

The Company’s share repurchase program is consistent
with the class relief previously granted by the Division of Market Regulation in the class exemptive letter granted to Alston &
Bird LLP dated October 22, 2007. With respect to the Company’s share repurchase program during the offering period, we note
the following: (i) there is no established trading market for the Company’s common stock; (ii) the Company will terminate
its share repurchase program during the distribution of its common stock in the event that a secondary market for the Company’s
common stock develops; (iii) the Company will purchase shares of its common stock under its share repurchase program at a price
based on the price in the offering, including, at such time as the Company calculates NAV, the NAV per share (to be used to set
the price for the Company’s common stock at such time); (iv) the terms of the share repurchase program are fully disclosed
in the Company’s prospectus; and (v) except as otherwise exempted therein, the Company shall comply with Regulation M.

 6. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities
Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research
reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section
105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.

Please be advised that no written communications or
research reports of the type described above have yet to be prepared. If and when such written communications and research reports
are prepared, the Company will supplementally provide copies thereof to the Staff.

    3

Cover Page

 7. Please ensure that your cover page does not exceed one page in length as required by Item 501(b) of Regulation S-K. The
cover page should be limited to information required by Item 501 and other information that is key to an investment decision. Some
of the details of the offering may be more appropriate for the prospectus summary or the body of the prospectus.

Please be advised that the cover page has been revised
to fit within one page as required by Item 501(b) of Regulation S-K. The Company acknowledges that the cover page should be limited
to information required by Item 501 and other information that is key to an investment decision.

 8. Please add a summary risk factor to address the risk that a liquidity event is not guaranteed.

Please be advised that the prospectus cover has been
revised to include a risk factor addressing the risk that a liquidity event is not guaranteed.

Prospectus Summary, page 1

Are there any risks involved in buying our shares?
Page 6

 9. Please add a summary risk factor to address the difficulty you may have in terminating your advisor, even if it performs
poorly. For example, please address the risk that you will have to pay substantial fees if you terminate the advisor.

Please be advised that the prospectus has been revised
to include a summary risk factor addressing the difficulty that the Company may have in terminating its advisor, even if it performs
poorly.

What are the fees that you will pay to the advisor
…?, page 12

 10. In future filings that require Item 402 or Item 404 of Regulation S-K disclosure, please disclose the amount of fees
paid to the advisor, break out the amounts paid pursuant to the reimbursement provision, and within reimbursements specify any
amounts reimbursed for salaries or benefits of a named executive officer.

Please be advised that, in future filings that require
Item 402 or Item 404 of Regulation S-K disclosure, the Company will disclose the amount of fees paid to the advisor, breaking out
the amounts paid pursuant to the reimbursement provision, and within reimbursements specifying any amounts reimbursed for salaries
or benefits of a named executive officer.

    4

Asset Management Subordinated Participation, page 15

 11. Please provide an example to demonstrate how this amount will be determined.

Please be advised that the prospectus has been revised
to provide an example demonstrating how the asset management subordinated participation will be calculated.

Risk Factors, page 27

 12. We note that you may pay distributions in excess of earnings and cash flow from operations. Please revise your disclosure
to affirmatively state whether it is your intent to pay such distributions in excess of earnings and cash flow from operations.
Please also revise your risk factor disclosure to address the dilutive impact of distributions paid in excess of earnings.

Please be advised that a risk factor has been added
on page 31 of the prospectus which addresses this comment, including stating the Company intends to pay such distributions in excess
of earnings and cash flow from operations.

Purchases of common stock by our directors …,
page 27

 13. Please revise the subcaption to describe the risk presented in this risk factor.

Please be advised that the above-referenced subcaption
has been revised in the prospectus to describe the risk presented in this risk factor.

Management, page 76

Other Key Employees, page 81

 14. Please ensure that you disclose the experience of each individual during at least the past five years. For example, with
respect to Mr. Leathers, please disclose his experience from 2007 to February 2011, and with respect to Mr. Wilkins, please disclose
his experience from 2007 through October 2010.

Please be advised that the prospectus has been revised
to disclose the experience of each individual during at least the past five years.

The Advisor, page 86

 15. Please disclose, approximately, how much time your named executive officers will devote to your operations each week.

Please be advised that the Company cannot, with any
degree of certainty, estimate the number of hours its named executive officers will devote to the Company each week. It should
be noted, however, that, as disclosed on page 89 of the prospectus, the named executive officers and other key personnel of the
Company are expected to spend a significant portion of their time on the Company’s behalf, but this may not always be a majority
of their time. Please note that the Company’s advisor is part of a vast organization with a developed infrastructure to handle
all of the required functions of the Company. The advisor’s infrastructure includes divisions dedicated to internal functions
such as accounting, legal and information technology, as well divisions that handle all due diligence and acquisition-related matters.
Additionally, the advisor employs personnel who have extensive experience in selecting and managing commercial properties similar
to the properties sought to be acquired by the Company.

    5

Affiliated Companies, page 88

 16. Please provide the disclosure required by Item 401(c) of Regulation S-K, or tell us why you believe this disclosure is
not required.

Please be advised that the prospectus has been revised
to include the information required by Item 401(c) of Regulation S-K.

Prior Performance Summary, page 143

Adverse Business Developments, page 153

 17. We note your disclosure that “on September 7, 2011, the note-holders in ARC Income Properties, LLC and ARC Income
Properties III, LLC were repaid and the properties were contributed to ARCP as part of its formation transaction.” Please
clarify that you were only able to repay the notes by selling securities to new investors as part of the formation transaction.

Please note that the above-referenced disclosure has
been revised in the prospectus to clarify that the noteholders of ARC Income Properties, LLC and ARC Income Properties III, LLC
were repaid from the proceeds of ARCP’s initial public offering. Please note that repaying such noteholders from the proceeds
of ARCP’s initial public offering was one, but not the only, option available to repay such noteholders because, as evidenced
by an independent third party valuation of such properties obtained in connection with ARCP’s initial public offering, the
properties owned by such entities could have been sold or refinanced as well, resulting in proceeds to repay such noteholders.

Share Repurchase Program, page 192

Share Repurchase Program Generally, page 194

 18. We note, on page 195, that you state: “In the event of a suspension or material modification of our repurchase
plan, ou

November 27, 2012

Via E -mail
Nicholas S. Schorsch
Chairman of the Board of Directors
American Realty Capital Healthcare Trust II, Inc.
405 Park Avenue
New York, NY 10022

Re: American Realty Capital Healthcare Trust II, Inc.
Registration Statement on Form S -11
Filed October 31, 2012
  File No. 333 -184677

Dear Mr. Schorsch :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand  your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, pleas e tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please submit all written sales materials proposed to be transmitted to prospective
investors, orally or in writing, including that intended for broker -dealer use only.  Please
be aware that we will need time to review these materials.  In addition, note that sales
materials must set forth a balanced prese ntation of the risks and rewards to investors and
should not contain any information or disclosure that is not contained in or derived from
the prospectus.  For guidance, refer to Item  19.D of Industry Guide 5.

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
November 27, 2012
Page 2

 2. Please provide us with copies of any graphic s, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed
to prospective investors pri or to our review.

3. Please provide us with support for all quantitative and qualitative business and industry
data used in the registration statement.   For example only, we note your disclosure in the
section “Market Overview” starting on page 73.  Clearly mark the specific language in
the supporting materials that supports each statement.   The requested information should
be filed as EDGAR correspondence or, alternatively, should be sent in paper form
accompanied by a cover letter indicating that the materi al is being provided pursuant to
Securities Act Rule 418 and that such material should be returned to the registrant upon
completion of the staff review process
4. Please be advised that you are responsible for analyzing the applicability of the tender
offer rules, including Rule 13e -4 and Regulation 14E, to your share repurchase
program.   We urge you to consider all the elements of your share repurchase program in
determining whether the program is consistent with relief granted by the Division of
Corporation  Finance in prior no action letters. See, for example, T REIT Inc. (Letter
dated June  4, 2001) and Wells Real Estate Investment Trust II, Inc. (Letter dated
December  3, 2003).   To the extent you have questions as to whether the program is
entirely consiste nt with the relief previously granted by the Division of Corporation
Finance, you may contact the Division’s Office of Mergers and Acquisitions.
5. We note that you may conduct the share repurchase program during the offering period of
the shares being regi stered under this registration statement.   Please be advised that you
are responsible for analyzing the applicability of Regulation M to your share repurchase
program.   We urge you to consider all the elements of your share repurchase program in
determinin g whether the program is consistent with the class relief granted by the
Division of Market Regulation in the class exemptive letter granted Alston & Bird LLP
dated October 22, 2007.   To the extent you have questions as to whether the program is
entirely c onsistent with that class exemption you may contact the Division of Market
Regulation.

6. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering .

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
November 27, 2012
Page 3

 Cover Page

7. Please ensure that  your cover page does not exceed one page in length as required by
Item 501(b) of Regulation S -K.  The cover page should be limited to information
required by Item 501 and other information that is key to an investment decision.  Some
of the details of the  offering may be more appropriate for the prospectus summary or the
body of the prospectus.

8. Please add a summary risk factor to address the risk that a liquidity event is not
guaranteed.

Prospectus Summary, page 1

Are there any risks involved in buying our shares? Page 6

9. Please add a summary risk factor to address the difficulty you may have in terminating
your advisor, even if it performs poorly. For example, please address the risk that you
will have to pay substantial fees if you terminate the advisor.

What are the fees that you will pay to the advisor …?, page 12

10. In future filings that require Item 402 or Item 404 of Regulation S -K disclosure, please
disclose the amount of fees paid to the advisor, break out the amounts paid pursuant to
the reimbursement provision, and within reimbursements specify any amounts
reimbursed for salaries or benefits of a named executive officer.

Asset Management Subordinated Participation, page 15

11. Please provide an example to demonstrate how this amount will be determined.

Risk Factors, page 27

12. We note that you may pay distributions in excess of earnings and cash flow from
operations .  Please revise your disclosure to affirmatively state whether it is your intent to
pay such distributions in excess of earnings and cash flow from operations.  Please also
revise your risk factor disclosure to address the dilutive impact of distributions paid in
excess of earnings.

Purchases of common stock by our directors …, page 27

13. Please revise the subcaption to describe th e risk presented in this risk factor .

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
November 27, 2012
Page 4

 Management, page 76

Other Key Employees, page 81

14. Please ensure that you disclose the experience of each individual during at least the past
five years.  For example, with respect to Mr. Leathers, please disclose hi s experience
from 2007 to February 2011, and with respect to Mr. Wilkins, please disclose his
experience from 2007 through October 2010.

The Advisor, page 86

15. Please disclose, approximately, how much time your named executive officers will
devote to your  operations each week.

Affiliated Companies, page 88

16. Please provide the disclosure required by Item 401(c) of Regulation S -K, or tell us why
you believe this disclosure is not required.

Prior Performance Summary, page 143

Adverse Business Developments , page 153

17. We note your disclosure that “on September 7, 2011, the note -holders in ARC Income
Properties, LLC and ARC Income Properties III, LLC were repaid and the properties
were contributed to ARCP as part of its formation transaction.”   Please clarify  that you
were only able to repay the notes by selling securities to new investors as part of the
formation transaction.

Share Repurchase Program, page 192

Share Repurchase Program Generally, page 194

18. We note, on page 195, that you state: “In the event of a suspension or material
modification of our repurchase plan, our board may also modify or suspend our offering
of shares for sale.”  Please note that if you suspend your offering, it may no longer be
deemed a continuous offering under Rule 415 and you may need to file a new registration
statement.  See Rule 415(a)(1)(x) of the Securities Act.

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
November 27, 2012
Page 5

 Financial Statements

Note 2 – Summary of Significant Accounting Policies

Purchase Price Allocation, page F -8

19. Please provide us with more information regarding your process for evaluating whether a
lessee will exercise a below market fixed -rate renewal option.   In your response provide
us with more detail regarding the economic factors you use in your analysis and  how
management uses them.   In addition, please clarify for us if you use any thresholds to
determine if a tenant will exercise the below -market option.

Offering and Related Costs, pages F -11 and F -12

20. We note your disclosure that the Advisor is required  to reimburse the Company to the
extent organization and offering exceed 1.5% of gross offering proceeds.   We also note
your additional disclosure that organization and offering costs are only a liability of the
Company to the extent these costs do not exc eed 11.5% of the gross offering
proceeds.   Please reconcile the apparent discrepancy.

21. Please clarify for us whether the Company has incurred any organization costs through
the date of your financial statements.   To the extent these costs have been paid by  the
Advisor or an affiliated entity on the Company’s behalf, please tell us and disclose the
amount that has been incurred to date.   Finally, given your policy is to expense these
costs as incurred, explain to us why you have not accrued for these costs a s of period end.

Appendix A – Prior Performance Tables

22. We note that you have included disclosure regarding entities that are still in the offering
process.  Please note, if these programs are still engaged in their initial offering, they are
not consider ed to have closed within the most recent three or five years.  Please tell us
why you have included these programs.

Table IV, page A -14

23. We note, in the introductory paragraph, that you reference only ARC Growth Fund, LLC;
however, it appears that you hav e included other entities in Table IV.  Please advise or
revise as appropriate.

Appendix A -2, page A -2-1

24. Please tell us why you believe it is appropriate to include this table.

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
November 27, 2012
Page 6

 Part II – page II -1

Item 37. Undertakings, page II -3

25. Please revise your  undertaking in clause (A)(2) to conform to Item 512(a)(2).

Exhibits

26. Please file all required exhibits as promptly as possible.  If you are not in a position to file
your legal and tax opinions with the next amendment, please provide a draft copy for us
to review.  The draft opinions should be filed as EDGAR correspondence.   In addition,
we note the exhibit list includes “form of” agreements.  Please advise us if you do not
intend on filing final, executed agreements prior to effectiveness of the registra tion
statement.  Please note that the final executed version of Exhibit 3.1 must be filed prior to
effectiveness.  Please refer to Item 601(b)(3) of Regulation S -K.

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 Securities 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 made.

Notwithstanding our comments, 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:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, 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 f ull 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 re quests 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 Securi ties 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

Nicholas S. Schorsch
American Realty Capital Healthcare Trust II, Inc.
November 27, 2012
Page 7

 adequate time  for us to review any amendment prior to the requested effec tive date of the
registration statement.

You may contact Howard Efron at (202) 551 -3439 or Robert Telewicz at (202)551 -3438
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585 or me at (202)551 -3655  with any other
questions.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Special Counsel

cc:  Peter M. Fass ( via e -mail)