May 23, 2016
VIA EDGAR
Mara L. Ransom
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | Landcadia Holdings, Inc. |
| Registration Statement on Form S-1 | |
| Filed May 20, 2016, as amended | |
| File No. 333-210980 |
Dear Ms. Ransom:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), each of the undersigned, for itself and the other several underwriters, hereby joins in the request of Landcadia Holdings, Inc. 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 Wednesday, May 25, 2016, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, each of the undersigned advises that as of the date hereof, a total of 400 copies of the Preliminary Prospectus dated May 20, 2016 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
Each of 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, | ||
JEFFERIES LLC DEUTSCHE BANK SECURITIES INC. As Representatives of the several underwriters | ||
| JEFFERIES LLC | ||
| By: | /s/ Michael A. Bauer | |
| Name: Michael A. Bauer | ||
| Title: Managing Director | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Eric Hackel | |
| Name: Eric Hackel | ||
| Title: Managing Director | ||
| By: | /s/ Francis Windels | |
| Name: Francis Windels | ||
| Title: Managing Director | ||
[Signature Page to Underwriter’s Acceleration Request Letter]
