[Goodman Networks Incorporated Letterhead]
December 19, 2013
VIA EDGAR
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Re: | Goodman Networks Incorporated |
Registration Statement on Form S-4
File No. 333-186684
Filed February 14, 2013, as amended (the “Registration Statement”)
Dear Mr. Spirgel:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Goodman Networks Incorporated (the “Company”) hereby respectfully requests acceleration of the effective date of the Registration Statement so that it may become effective at 10:00 AM, Eastern Standard Time, on December 23, 2013, or as soon thereafter as practicable.
In connection with the Company’s request for acceleration of the effective date of the Registration Statement, the Company acknowledges the following:
| • | should the Securities and Exchange Commission (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. |
In addition, the Company hereby confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, with respect to the proposed public offering of the securities specified in the Registration Statement.
Should any member of the staff of the Commission have any questions or comments with respect to this request, please contact our counsel, Haynes and Boone, LLP, attention: Greg R. Samuel at (214) 651-5645.
| Very truly yours, | ||
| Goodman Networks Incorporated | ||
| By: | /s/ Randal S. Dumas | |
| Name: Randal S. Dumas | ||
| Title: Chief Financial Officer | ||
| cc: | Brandon Hill |
Terry French
Michael Henderson
Ivette Leon
John A. Goodman, Executive Chairman
Ron B. Hill, Chief Executive Officer and President, Goodman Networks Incorporated
Greg R. Samuel, Haynes and Boone, LLP
Matthew L. Fry, Haynes and Boone, LLP
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