Pace Holdings Corp.
301 Commerce St., Suite 3300
Fort Worth, Texas 76102
September 8, 2015
VIA EMAIL & EDGAR
Ms. Mara Ransom
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3561
| Re: | Pace Holdings Corp. (the “Company”) Registration | |||
| Statement on Form S-1 (Registration No. 333-206343) |
Dear Ms. Ransom:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-206343) be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Washington D.C. time on September 10, 2015 or as soon as practicable thereafter.
The Company is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.
The Company acknowledges that should the Commission or its Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, the Company acknowledges that the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, the Company acknowledges that it may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We request that we be notified of such effectiveness by a telephone call to Jennifer Bensch of Weil, Gotshal & Manges LLP at (212) 310-8870 and that such effectiveness also be confirmed in writing.
Very truly yours,
Pace Holdings Corp. | ||
| By: | /s/ Karl Peterson | |
| Name: | Karl Peterson | |
| Title: | President and Chief Executive Officer | |
| cc: | Securities and Exchange Commission Jim Allegretto, Senior Assistant Chief Staff Accountant Lilyanna Peyser, Special Counsel Jacqueline Kaufman, Staff Attorney Ta Tanisha Meadows, Staff Accountant
Weil, Gotshal & Manges, LLP Jennifer A. Bensch, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Gregg A. Noel, Esq. Michael J. Mies, Esq. | |
2
September 8, 2015
VIA EDGAR
Mara Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Ms. Mara Ransom | |
| Assistant Director | ||
| Re: | Pace Holdings Corp. | |
| Registration Statement on Form S-1 | ||
| Filed August 13, 2015, as amended | ||
| File No. 333-206343 | ||
Dear Ms. Ransom:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several Underwriters, hereby joins in the request of Pace Holdings Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. EST on Thursday, September 10, 2015, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 950 copies of the Preliminary Prospectus dated September 8, 2015 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[signature page follows]
| Very truly yours, | ||
DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. | ||
| As Representatives of the Several Underwriters | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Mahesh Srinivasan | |
| Name: Mahesh Srinivasan | ||
| Title: Director | ||
| By: | /s/ Tom Crowley | |
| Name: Tom Crowley | ||
| Title: Director | ||
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Brendan Cass | |
| Name: Brendan Cass | ||
| Title: Director | ||
[Signature Page to Underwriters’ Acceleration Request Letter]
