VIA EDGARAND FEDERAL EXPRESS
November 27, 2017
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Tom Jones |
| Amanda Ravitz |
| Re: | SMART Global Holdings, Inc. |
| Registration Statement on FormS-1 |
| Initially Submitted November 13, 2017 |
| FileNo. 333-221760 |
Ladies and Gentlemen:
As representative of the several underwriters of the proposed public offering of ordinary shares of SMART Global Holdings, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:50 p.m., Eastern Time, on November 29, 2017, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated November 27, 2017, through the date hereof:
Preliminary Prospectus dated November 27, 2017:
Approximately 1000 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that they have complied and will continue to comply with Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
BARCLAYS CAPITAL INC.
As Representative of the several Underwriters
By: Barclays Capital Inc. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Vice President | ||
[Signature Page to Acceleration Request Letter]
