Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Morgan Stanley & Co. LLC
1585 Broadway
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
April 19, 2016
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Ivan Griswold |
Re: | SecureWorks Corp. |
Registration Statement on Form S-1 |
Registration File No. 333-208596 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of SecureWorks Corp. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:00 PM, Eastern Time, on April 21, 2016, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Hogan Lovells US LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated April 11, 2016.
(i) | Dates of distribution: April 11, 2016 through the date hereof |
(ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 17 |
(iii) | Number of preliminary prospectuses furnished to investors: approximately 8,223 |
(iv) | Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 113 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours, | ||||
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MORGAN STANLEY & CO. LLC GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES LLC
Acting severally on behalf of themselves and the several Underwriters | ||||
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |||
By: | /s/ Stephen R. Miller | |||
Name: | Stephen R. Miller | |||
Title: | Managing Director | |||
By: | MORGAN STANLEY & CO. LLC | |||
By: | /s/ Mark Kang | |||
Name: | Mark Kang | |||
Title: | Vice President | |||
By: | GOLDMAN, SACHS & CO. | |||
By: | /s/ Matt Leavitt | |||
Name: | Matt Leavitt | |||
Title: | Managing Director | |||
By: | J.P. MORGAN SECURITIES LLC. | |||
By: | /s/ Paul Mulé | |||
Name: | Paul Mulé | |||
Title: | Vice President |
[Signature Page to Acceleration Request]