November 12, 2015
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Larry Spirgel, Assistant Director |
| Celeste M. Murphy, Legal Branch Chief |
| William Mastrianna, Attorney–Adviser |
| Joseph M. Kempf, Senior Staff Accountant |
| Dean Suehiro, Senior Staff Accountant |
| Re: | Xtera Communications, Inc. |
| Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-207288) |
| Acceleration Request |
| Requested Date: November 12, 2015 |
| Requested Time: 12:00 P.M. Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Xtera Communications, Inc. (the “Company”) for acceleration of the above-referenced Registration Statement, so that it becomes effective at 12:00 p.m., Eastern time, on November 12, 2015, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, we wish to advise you that we have effected the distribution of approximately 2,316 copies of the Company’s Preliminary Prospectus dated October 26, 2015, from the date of such prospectus through the date hereof to prospective underwriters, institutional investors and prospective dealers in connection with the above captioned registration statement.
The undersigned, as representatives of the several underwriters, have and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| NEEDHAM & COMPANY, LLC | ||
| COWEN & COMPANY, LLC | ||
| BMO CAPITAL MARKETS CORP. | ||
| NEEDHAM & COMPANY, LLC | ||
| By: | /s/ Julie Harby | |
| Authorized Signatory | ||
| COWEN & COMPANY, LLC | ||
| By: | /s/ Andrew Mertz | |
| Authorized Signatory | ||
| BMO CAPITAL MARKETS CORP. | ||
| By: | /s/ David Wismer | |
| Authorized Signatory | ||
[Signature Page to Acceleration Request of the Underwriters]
