Wave2Wave Communications, Inc.
433 Hackensack Ave., 6th Floor
Hackensack, New Jersey 07601
May 11, 2010
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Fax: (703) 813-6986
Attention: Celeste M. Murphy, Esq.
RE: | Wave2Wave Communications, Inc. |
| Registration Statement on Form S-1 (Registration No. 333-164791) |
| Acceleration Request |
Dear Ms. Murphy:
Pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, Wave2Wave Communications, Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement on Form S-1 be accelerated to Thursday, May 13, 2010, at 4:30 p.m. E.S.T, or as soon as practicable thereafter.
The Company acknowledges that it is the view of the Securities and Exchange Commission (the “Commission”) that:
1) should 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;
2) 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
3) the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The cooperation of the Commission in meeting the timetable described above is very much appreciated.
Any questions regarding this request should be addressed to Ivan Blumenthal, Esq., at Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017, telephone (212) 692-6784.
Very truly yours,
/s/ Steven Asman
President
RODMAN & RENSHAW, LLC
May 11, 2010
VIA FACSIMILE AND EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
| Re: | Wave2Wave Communications, Inc. |
Ladies and Gentleman:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Rodman & Renshaw, LLC, as representative of the several underwriters, joins the request of Wave2Wave Communications, Inc. (the “Company”), that the effective date of the Registration Statement referred to above be accelerated so as to permit it to become effective at 4:30 p.m., Eastern Time, on Thursday, May 13, 2010, or as soon thereafter as possible.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that between April 28, 2010 and the date hereof, approximately 925 copies of the Preliminary Prospectus, dated April 27, 2010 have been distributed as follows:
Sent to Underwriters | 550 |
Sent to Dealers | 100 |
Sent to Institutional Investors | 210 |
Sent to Others | 65 |
Total: | 925 |
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours, | |||
| RODMAN & RENSHAW, LLC | |||
| By: | /s/ JOHN J. BORER III John J. Borer III Senior Managing Director | ||
