June 24, 2013
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: HD Supply Holdings, Inc.
Registration Statement on Form S-1 (SEC File No. 333-187872)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of HD Supply Holdings, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 3:00 p.m., Eastern time, on June 26, 2013 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 10,000 copies of the Preliminary Prospectus dated June 13, 2013 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Barclays Capital Inc.
J. P. Morgan Securities LLC
Credit Suisse Securities (USA) LLC
As Representatives
[Signature Page Follows]
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
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By: | /s/ Michele A. H. Allong |
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| Name: Michele A. H. Allong |
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| Title: Authorized Signatory |
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By: | BARCLAYS CAPITAL INC. |
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By: | /s/ Scott M. Skidmore |
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| Name: Scott M. Skidmore |
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| Title: Managing Director |
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By: | J.P. MORGAN SECURITIES LLC |
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By: | /s/ Alice Takhtajan |
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| Name: Alice Takhtajan |
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| Title: Executive Director |
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By: | CREDIT SUISSE SECURITIES (USA) LLC |
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By: | /s/ Neil A. Mitchell |
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| Name: Neil A. Mitchell |
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| Title: Managing Director |
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[Signature Page to HD Supply Holdings, Inc. S-1 Acceleration Request]
