June 13, 2014
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Jeffrey P. Riedler, Assistant Director
| Re: | National General Holdings Corp. |
| Registration Statement on Form S-1 (SEC File No. 333-196326) |
Ladies and Gentlemen,
Pursuant to Rule 461 under the Securities Act of 1933, as amended, National General Holdings Corp. (the “Company”), as the issuer of the offering pursuant to the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), requests that the effective date for the Registration Statement be accelerated so that it will be declared effective at 10:00 a.m. Eastern Time on June 17, 2014, or as soon thereafter as possible, pursuant to Rule 430A.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
| NATIONAL GENERAL HOLDINGS CORP. | ||
| By: | /s/ Jeffrey Weissmann | |
Name: Jeffrey Weissmann Title: General Counsel and Secretary | ||
(National General Holdings Corp. – Company’s Acceleration Request)
MORGAN STANLEY & CO. LLC
UBS SECURITIES LLC
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
June 13, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
Attention: Jeffrey P. Riedler, Assistant Director
| Re: | National General Holdings Corp. |
| Registration Statement on Form S-1 |
| File No. 333-196326 |
Dear Mr. Reidler:
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 National General Holdings Corp. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 10:00 a.m., Washington, D.C. time, on June 17, 2014, or as soon thereafter as practicable.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act:
| • | Expected date of distribution: June 17, 2014. |
| • | Expected number of prospectuses distributed: a total of approximately 2,000 copies of the prospectus will be distributed to prospective underwriters, institutional investors, brokers, dealers and others. |
| • | We will comply, and have been informed by the participating underwriters that they will comply with, the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended |
Very truly yours,
By: | MORGAN STANLEY & CO. LLC | |
By: | /s/ Yurij Slyz | |
| Name: Yurij Slyz | ||
| Title: Executive Director | ||
By: | UBS SECURITIES LLC | |
By: | /s/ Michael Jamin | |
| Name: Michael Jamin | ||
| Title: Managing Director | ||
By: | /s/ Tushar Virmani | |
| Name: Tushar Virmani | ||
| Title: Director |
