CF CORPORATION
May 17, 2016
VIA EDGAR
Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Registration Statement on Form S-1
Filed April 21, 2016, as amended
File No. 333-210854 (the “Registration Statement”)
Dear Mr. Spirgel:
CF Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated pursuant to Rule 461 of the Securities Act of 1933, as amended, so as to permit it to become effective at 2:00 p.m. New York City time on May 19, 2016, or as soon thereafter as possible.
Please note that we acknowledge the following:
| • | should the U.S. Securities and Exchange Commission (the “Commission”) or the staff (the “Staff”) of the Division of Corporation Finance of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | 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; and |
| • | the Company may not assert Staff comments and 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. |
[Signature Page Follows]
| Sincerely, | |
| | | |
| CF CORPORATION | |
| | | |
| By: | /s/ Douglas B. Newton | |
| Name: Douglas B. Newton | |
| Title: Chief Financial Officer | |
[Signature Page to Acceleration Request]