BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
250 Vesey Street, 15th Floor
New York, NY 10281
October 9, 2013
Via Electronic Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jessica Barberich
Re: | Brookfield DTLA Fund Office Trust Investor Inc. |
Registration Statement on Form S-4
Filed June 12, 2013
File No. 333-189273
Dear Ms. Barberich:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Brookfield DTLA Fund Office Trust Investor Inc. (the “Company”), hereby requests that the effective date of the above-referenced Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on June 12, 2013 (as amended, the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 9:00 a.m. Eastern Time on October 11, 2013, or as soon thereafter as it is 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. |
[Signature page follows]
Very truly yours,
BROOKFIELD DTLA FUND OFFICE TRUST
INVESTOR INC.
By: /s/ Kathleen G. Kane
Name: Kathleen G. Kane
Title: Senior Vice President and General Counsel
[Signature Page to Acceleration Request Letter]