Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
RBC Capital Markets, LLC
Three World Financial Center
200 Vesey Street
New York, New York 10281-8098
FBR Capital Markets & Co.
1300 North 17th Street, Suite 1400
Arlington, Virginia 22209
October 13, 2015
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: Thomas Kluck
Re: Request for Acceleration of Effectiveness
American Farmland Company
Registration Statement on Form S-11
(File No. 333-205260)
Dear Mr. Kluck:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), American Farmland Company (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-11 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on October 15, 2015, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Proctor 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 October 6, 2015:
(i) Dates of distribution: October 6, 2015 through the date hereof
(ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 5
(iii) Number of prospectuses furnished to underwriters, dealers, institutions and others: approximately 2,900
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.
Very truly yours,
DEUTSCHE BANK SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.
RAYMOND JAMES & ASSOCIATES, INC.
RBC CAPITAL MARKETS, LLC
FBR CAPITAL MARKETS & CO.
Acting severally on behalf of themselves and the
several Underwriters
Deutsche Bank Securities Inc. |
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By: | /s/ Jeff Mortara |
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| Name: Jeff Mortara |
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| Title: Managing Director |
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By: | /s/Francis Windels |
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| Name: Francis Windels |
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| Title: Managing Director |
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Citigroup Global Markets Inc. |
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By: | /s/ Paul Ingrassia |
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| Name: Paul Ingrassia |
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| Title: Managing Director |
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Raymond James & Associates, Inc. |
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By: | /s/ Steven Loffman |
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| Name: Steven Loffman |
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| Title: Vice President |
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RBC Capital Markets, LLC |
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By: | /s/ John C. Brady |
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| Name: John C. Brady |
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| Title: Managing Director |
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FBR Capital Markets & Co. |
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By: | /s/ Paul Dell’isola |
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| Name: Paul Dell’isola |
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| Title: Senior Managing Director |
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