VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Loan Lauren P. Nguyen |
| Legal Branch Chief |
May 17, 2016
| Re: | Amplify Snack Brands, Inc. |
| Registration Statement Filed on Form S-1 |
| Registration No. 333-211173 |
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that the number of Preliminary Prospectuses dated May 16, 2016 that will be furnished to 7 prospective underwriters and distributed to underwriters, institutional investors, individuals, dealers, brokers and others on the date hereof will be approximately 1,800.
We 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.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 P.M., Eastern Time, on May 19, 2016 or as soon thereafter as practicable.
[Signature Pages Follow]
Very truly yours,
GOLDMAN, SACHS & CO.
JEFFERIES LLC
As Representatives of the several Underwriters
| GOLDMAN, SACHS & CO. | ||||
| By: | /s/ Matthew Leavitt | |||
| Name: | Matthew Leavitt | |||
| Title: | Managing Director | |||
[Signature Page to Underwriters’ Acceleration Request]
| JEFFERIES LLC | ||||
| By: | /s/ Michael A. Bauer | |||
| Name: | Michael A. Bauer | |||
| Title: | Managing Director | |||
[Signature Page to Underwriters’ Acceleration Request]
