SILVER SPRING NETWORKS, INC.
555 Broadway Street
Redwood City, California 94063
March 8, 2013
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Tim Buchmiller, Reviewing Attorney Gabriel Eckstein, Staff Attorney Lynn Dicker, Reviewing Accountant Eric Atallah, Staff Accountant | |
| Re: | Silver Spring Networks, Inc. Form S-1 Registration Statement (File No. 333-175393) originally filed July 7, 2011, as amended, and corresponding Registration Statement on Form 8-A (File No. 001-35828) | |
Acceleration Request
| Requested Date: | March 12, 2013 | |
| Requested Time: | 4:00 PM Eastern Time | |
Ladies and Gentlemen:
Silver Spring Networks, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes Robert A. Freedman or Michael A. Brown, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
| • | should the Commission or the staff of the Commission (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert the 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. |
The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Freedman at (650) 335-7292, or in his absence, Mr. Brown at (415) 875-2432.
| Sincerely, | ||
| SILVER SPRING NETWORKS, INC. | ||
| By: | /s/ John R. Joyce | |
| John R. Joyce | ||
| Chief Financial Officer | ||
| cc: | Scott A. Lang, President and Chief Executive Officer |
Richard S. Arnold, Jr., Esq., General Counsel
David B. Leeb, Esq., VP, Associate General Counsel
Silver Spring Networks, Inc.
Robert A. Freedman, Esq.
Michael A. Brown, Esq.
Fenwick & West LLP
Goldman, Sachs & Co.
Credit Suisse Securities (USA) LLC
| c/o | Goldman, Sachs & Co. |
200 West Street
New York, NY 10282
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
March 8, 2013
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attn: | Tim Buchmiller, Reviewing Attorney |
| Gabriel Eckstein, Staff Attorney |
| Lynn Dicker, Reviewing Accountant |
| Eric Atallah, Staff Accountant |
| Re: | Silver Spring Networks, Inc. |
| Registration Statement on Form S-1 |
| Filed onJuly 7, 2011 |
| File No.333-175393 |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of Silver Spring Networks, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM Eastern Time on March 12, 2013, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated February 26, 2013:
| (i) | Dates of Distribution: February 26, 2013 through the date hereof |
| (ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 8 |
| (iii) | Number of prospectuses furnished to investors: approximately 9,765 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 210 |
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature Page to Follow]
| Very truly yours, | ||||
GOLDMAN, SACHS & CO. CREDIT SUISSE SECURITIES (USA) LLC
Acting severally on behalf of themselves and the | ||||
| By: | Goldman, Sachs & Co. | |||
| By: | /s/ Goldman, Sachs & Co. | |||
| Name: | H. Andrew Fisher | |||
| Title: | Managing Director | |||
| By: | Credit Suisse Securities (USA) LLC | |||
| By: | /s/ C. Cullon Davis | |||
| Name: | C. Cullon Davis | |||
| Title: | Managing Director | |||
[Signature Page to Underwriters’ Acceleration Request]
