Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
As representatives of the several Underwriters
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
VIA EDGAR
March 21, 2017
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | LSC Communications, Inc. (the “Company”) |
| | Registration Statement on Form S-1 (File No. 333-216517) |
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 3:00 p.m. EST on March 22, 2017, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated March 16, 2017, through the date hereof:
Preliminary Prospectus dated March 16, 2017:
1,896 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements ofRule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
As Representatives of the several Underwriters
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CITIGROUP GLOBAL MARKETS INC. | | | | |
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By: | | /s/ Edward Ruff | | | | | | |
Name: | | Edward Ruff | | | | | | |
Title: | | Vice President | | | | | | |
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MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | | | | |
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By: | | /s/ Michael Liloia | | | | | | |
Name: | | Michael Liloia | | | | | | |
Title: | | Vice President | | | | | | |
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J.P. MORGAN SECURITIES LLC | | | | |
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By: | | /s/ N. Goksu Yolac | | | | | | |
Name: | | N. Goksu Yolac | | | | | | |
Title: | | Managing Director | | | | | | |
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WELLS FARGO SECURITIES, LLC | | | | |
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By: | | /s/ David Herman | | | | | | |
Name: | | David Herman | | | | | | |
Title: | | Director | | | | | | |
[Signature Page to Acceleration Request by Underwriters]