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CORRESP Filing
Bloom Energy (BE) CORRESPCorrespondence with SEC
Filed: 20 Jul 18, 12:00am
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
July 20, 2018
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Brian Cascio |
Michael Fay |
Russell Mancusco |
Caleb French |
Heather Percival |
Re: | Bloom Energy Corporation |
Registration Statement on FormS-1 (FileNo. 333-225571) |
Request for Acceleration of Effective Date |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Bloom Energy Corporation (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on July 24, 2018, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Fenwick & West LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s Preliminary Prospectus dated July 9, 2018:
(i) | Dates of distribution: July 9, 2018 through the date hereof |
(ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 10 |
(iii) | Number of prospectuses furnished to investors: approximately 4,352 |
(iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 58 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours, | ||
J.P. MORGAN SECURITIES LLC | ||
MORGAN STANLEY & CO. LLC | ||
Acting severally on behalf of themselves and the several Underwriters | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ G. L. Chamberlain | |
Name: | G. L. Chamberlain | |
Title: | Managing Director | |
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Rizvan Dhalla | |
Name: | Rizvan Dhalla | |
Title: | Managing Director |
[Signature Page to Underwriters’ Acceleration Request]