November 8, 2007
Securities and Exchange Commission
Division of Corporation Finance
Judicial Plaza
450 Fifth Street, NW
Re: | Capitol Acquisition Corp. |
Registration Statement on Form S-1 |
File No. 333-144834 |
Dear Ladies and Gentlemen:
In connection with the proposed offering of the above-captioned securities, we wish to advise you that we, as a representative of the underwriters, hereby join with Capitol Acquisition Corp.’s request that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective on November 8, 2007 at 1:30 p.m., New York City time or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
(i) | Date of preliminary prospectus: October 18, 2007 |
(ii) | Dates of distribution: October 18, 2007–November 6, 2007 |
(iii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 2 |
(iv) | Number of prospectuses so distributed: 8,000 approximately |
(v) | Compliance with Rule 15c2-8 under the Securities Exchange Act of 1934: Included in Master Agreement Among Underwriters of Salomon Smith Barney Inc. (now known as Citigroup Global Markets Inc.). |
Very truly yours,
Citigroup Global Markets Inc. | ||
By: | /s/ Brian Korn |
Name: | Brian Korn | |
Title: | Senior Vice President and Counsel |