October 26, 2010
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: SeaCube Container Leasing Ltd. — Registration Statement on Form S-1
(File No. 333-165752)
Ladies and Gentlemen,
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned, as Representatives of the several Underwriters, hereby join in the request of SeaCube Container Leasing Ltd. that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Act at 3:00 p.m., Eastern time, on Wednesday, October 27, 2010, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act regarding the distribution of preliminary prospectuses, we hereby advise the Securities and Exchange Commission that the distribution of the Preliminary Prospectus dated October 12, 2010 (the “Preliminary Prospectus”) commenced October 12, 2010 and continued through October 26, 2010. Eleven thousand nine-hundred and forty five (11,945) copies of the Preliminary Prospectus were distributed to prospective underwriters, institutional investors, dealers and others.
In connection with the distribution of the Preliminary Prospectus for the above-mentioned issue, the Underwriters have confirmed that they have 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, |
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J.P. Morgan Securities LLC |
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Citigroup Global Markets Inc. |
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Deutsche Bank Securities Inc. |
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Wells Fargo Securities, LLC |
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For themselves and on behalf of the several Underwriters |
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J.P. Morgan Securities LLC |
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By: | /s/ N. Goksu Yolac |
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| Name: N. Goksu Yolac |
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| Title: Executive Director |
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Citigroup Global Markets Inc. |
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By: | /s/ Shawn Munday |
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| Name: Shawn Munday |
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| Title: Vice President |
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By: | /s/ Chad Leat |
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| Name: Chad Leat |
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| Title: Chairman of Alternative Assets Group |
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Deutsche Bank Securities Inc. |
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By: | /s/ Craig Fuehrer |
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| Name: Craig Fuehrer |
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| Title: Managing Director |
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By: | /s/ Stephen Plauché |
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| Name: Stephen Plauché |
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| Title: Vice President |
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Wells Fargo Securities, LLC |
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By: | /s/ Michael Tiedemann |
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| Name: Michael Tiedemann |
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| Title: Managing Director |
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