June 2, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | RCS Capital Corporation (the "Company") | |
| Registration Statement on Form S-1 (File No. 333-193925) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Company's proposed public offering of up to 23,000,000 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. on June 4, 2014, 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 May 29, 2014, through the date hereof:
Preliminary Prospectus dated May 29, 2014:
1,900 copies to prospective underwriters, institutional investors, dealers and others
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply,with Rule 15c2-8 under the Securities Exchange Act of 1934.
| Very truly yours, | |||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |||
| BARCLAYS CAPITAL INC. | |||
| As Representatives of the several Underwriters | |||
| By: BARCLAYS CAPITAL INC. | |||
| By: | /s/ VHaleria Hale | ||
| VHaleria Hale | |||
| Vice President | |||