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
| Attn: | Mr. Larry Spirgel |
| Assistant Director | |
| Re: | CF Corporation |
| Registration Statement on Form S-1 | |
| Filed April 21, 2016, as amended | |
| File No. 333-210854 |
Dear Mr. Spirgel:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the other several Underwriters, hereby join in the request of CF Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 3:00 p.m. New York City time on May 19, 2016, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 2,414 copies of the Preliminary Prospectus dated May 3, 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, | |
| CITIGROUP GLOBAL MARKETS INC. | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| cREDIT SUISSE SECURITIES (USA) LLC | |
| As Representatives of the Several Underwriters |
| Citigroup Global Markets Inc. | ||
| By: | /s/ Neil Shah | |
| Name: Neil Shah | ||
| Title: Managing Director | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| By: | /s/ Michael Liloia | |
| Name: Michael Liloia | ||
| Title: Vice-President | ||
| Credit Suisse Securities (USA) LLC | ||
| By: | /s/ Chris Eby | |
| Name: Chris Eby | ||
| Title: Director | ||
[Signature Page to Underwriters’ Acceleration Request Letter]
