[CREDIT SUISSE LETTERHEAD]
March 20, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Five Oaks Investment Corp. |
| Registration Statement on Form S-11 |
| File No. 333-185570 |
Ladies and Gentlemen:
As underwriters of the Company’s proposed public offering of up to 6,555,000 shares of common stock, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m. (EDT) on March 21, 2013, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated March 13, 2013, through the date hereof:
Preliminary Prospectus dated March 13, 2013:
4,489 copies to prospective Underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | |
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| BARCLAYS CAPITAL INC. | |
| CREDIT SUISSE SECURITIES (USA) LLC | |
| UBS SECURITIES LLC | |
| As Representatives of the several Underwriters | |
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| BY: CREDIT SUISSE SECURITIES (USA) LLC | |
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| By: | /s/David Stolzar |
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| David Stolzar |
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| Director |
