May 30, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Pamela Long
Re: GMS Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-217758
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 the Company’s request for acceleration of the effective date of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m., Eastern time, on June 1, 2017 or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned, as Representatives of the several underwriters, have and will, and have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.
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| Very truly yours, | |
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| BARCLAYS CAPITAL INC. | |
| RBC CAPITAL MARKETS, LLC | |
| CREDIT SUISSE SECURITIES (USA) LLC | |
| As Representatives of the several Underwriters. | |
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| By: BARCLAYS CAPITAL INC. | |
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| By: | /s/ Victoria Hale |
| Name: | Victoria Hale |
| Title: | Vice President |
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| By: RBC CAPITAL MARKETS, LLC | |
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| By: | /s/ John Reed |
| Name: | John Reed |
| Title: | Managing Director |
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| By: CREDIT SUISSE SECURITIES (USA) LLC | |
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| By: | /s/ Steve Kongmuang |
| Name: | Steve Kongmuang |
| Title: | Director |
[Signature Page to Acceleration Request]
