Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
September 29, 2014
VIA FACSIMILE AND EDGAR
Ms. Mara Ransom
Ms. Jennifer Lopez
Ms. Dietrich A. King
Ms. Yolanda Guobadia
Mr. William Thompson
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington D.C. 20549
Re: VWR Corporation
Registration Statement on Form S-1
File No.: 333-196996
Ladies and Gentlemen:
Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as Representatives of the several Underwriters, hereby join in the request of VWR Corporation (the “Company”) that the effective date of the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”) be accelerated so that the Registration Statement may become effective at 4:00 p.m. EST on October 1, 2014, or as soon as possible thereafter.
Pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act regarding the distribution of preliminary prospectuses, we hereby advise the Commission that the distribution of the Preliminary Prospectus dated September 17, 2014 (the “Preliminary Prospectus”), relating to the proposed initial public offering of the Company’s common stock commenced September 17, 2014. In excess of five thousand one hundred and forty seven (5,147) copies of the Preliminary Prospectus were distributed to prospective underwriters, institutional investors, dealers and others. The Preliminary Prospectus has been available on the Commission’s website since September 17, 2014.
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The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | ||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
| Goldman, Sachs & Co. | ||||
| J.P. Morgan Securities LLC | ||||
For themselves and on behalf of the several Underwriters | ||||
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||||
| By | /s/ Brian McCarthy | |||
| Name: | Brian McCarthy | |||
| Title: | Vice Chairman | |||
| GOLDMAN, SACHS & CO. | ||||
| By | /s/ Luke Sarsfield | |||
| Name: | Luke Sarsfield | |||
| Title: | Managing Director | |||
| J.P. MORGAN SECURITIES LLC | ||||
| By | /s/ Richard Sesny | |||
| Name: | Richard Sesny | |||
| Title: | Vice President | |||
