J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Barclays Capital Inc.
745 7th Avenue
New York, New York 10019
Jefferies LLC
520 Madison Avenue
New York, New York 10022
June 23, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Sonia Bednarowski |
John Dana Brown
Ben Phippen
John Spitz
Re: Fidelis Insurance Holdings Limited
Registration Statement on Form F-1
File No. 333-271270
Acceleration Request
Requested Date: June 28, 2023
Requested Time: 4:00 P.M. Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”), hereby join in the request of Fidelis Insurance Holdings Limited, an exempted company organized under the laws of Bermuda (the “Company”), that the effective date of the above-referenced Registration Statement on Form F-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time, on June 28, 2023, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, we advise you that as of the date hereof, we and the several underwriters have distributed approximately 1200 copies of the Company’s Preliminary Prospectus dated June 20, 2023 to prospective underwriters, institutional investors, dealers and others.
We, the undersigned Representatives, hereby represent that we are in compliance and will comply, and have been informed by the other participating underwriters that they are in compliance and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the offering pursuant to the above-referenced Registration Statement and Preliminary Prospectus.
[Signature Page Follows]
| Very truly yours, | ||
| J.P. Morgan Securities LLC | ||
| Barclays Capital Inc. | ||
| Jefferies LLC, | ||
| As Representatives of the several Underwriters | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Apoorva Ramesh | |
| Name: | Apoorva Ramesh | |
| Title: | Vice President | |
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: | Victoria Hale | |
| Title: | Authorized Signatory | |
| JEFFERIES LLC | ||
| By: | /s/ Michael Bauer | |
| Name: | Michael Bauer | |
| Title: | Authorized Signatory | |
[Signature Page to Underwriters’ Acceleration Request Letter]
