July 30, 2015
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | TerraForm Global, Inc. (the “Company”) |
Registration Statement on Form S-1 (File No. 333-203934)
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed public offering of up to 65,055,500 shares of common stock, we hereby join the Company’s amended request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 10:00 a.m. (ET) on July 31, 2015, 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 July 20, 2015, through the date hereof:
Preliminary Prospectus dated July 20, 2015:
3,748 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, |
| J.P. MORGAN SECURITIES LLC |
| BARCLAYS CAPITAL INC. |
| CITIGROUP GLOBAL MARKETS INC. |
| MORGAN STANLEY & CO. LLC |
| As Representatives of the several Underwriters |
[Signature Pages Follow]
| Very truly yours, | ||
| By: J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Geoffrey Paul | |
| Name: Geoffrey Paul | ||
| Title: Managing Director | ||
| By: BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Vice President | ||
| By: CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Douglas Adams | |
| Name: Douglas Adams | ||
| Title: Managing Director | ||
| By: MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Edward Molloy | |
| Name: Edward Molloy | ||
| Title: Managing Director | ||
