March 5, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn: | Mary Beth Breslin Joseph McCann |
Re: | Safe Auto Insurance Group, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-231588 |
Ladies and Gentlemen:
On May 17, 2019, Safe Auto Insurance Group, Inc. (the “Company”) filed Registration Statement No. 333-231588 on Form S-1 (together with the exhibits and amendments thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement effective as of the date hereof or at the earliest practicable date hereafter. The Company has determined not to pursue the public offering to which the Registration Statement relates at this time. The Registration Statement has not been declared effective by the Commission and no securities have been issued or sold under the Registration Statement. Based on the foregoing, the Registrant submits that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act.
The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, in accordance with Rule 457(p) under the Securities Act, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
If you have any questions, please contact the Company’s legal counsel, Dwight S. Yoo of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-2573.
Very truly yours, | |||
SAFE AUTO INSURANCE GROUP, INC. | |||
By: | /s/ Ronald H. Davies | ||
Name: | Ronald H. Davies | ||
Title: | Chief Executive Officer and President |
cc: | Gregory A. Sutton, Chief Financial Officer, Safe Auto Insurance Group, Inc. |
Kelly A. Armstrong, General Counsel & Corporate Secretary, Safe Auto Insurance Group, Inc. | |
David J. Goldschmidt, Skadden, Arps, Slate, Meagher & Flom LLP | |
Dwight S. Yoo, Skadden, Arps, Slate, Meagher & Flom LLP |