Easterly Government Properties, Inc.
2101 L Street NW
Suite 750
Washington, D.C. 20037
February 3, 2015
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: Ms. Sonia Gupta Barros
Re: | Request for Acceleration of Effectiveness |
Easterly Government Properties, Inc.
Registration Statement on Form S-11
(File No. 333-201251)
Dear Ms. Barros:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the Securities Act), Easterly Government Properties, Inc. (the Company) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-11 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the Commission) to 4:00 p.m., Eastern Time, on February 5, 2015, or as soon thereafter as practicable. By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.
The undersigned, on behalf of the Company, acknowledges the following:
| 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. |
An oral request for acceleration of effectiveness may be made in the future. The Company is aware of its obligations under the Securities Act.
[Signature page follows]
Very truly yours, | ||||
Easterly Government Properties, Inc. | ||||
By: | /s/ Alison M. Bernard | |||
Name: | Alison M. Bernard | |||
Title: | Executive Vice President and Chief Financial Officer |
[Signature Page to Acceleration Request]