June 23, 2017
VIA EDGAR
Larry Spirgel
Assistant Director
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: | TPG Pace Holdings Corp. |
Registration Statement on Form S-1 |
Filed June 7, 2017, as amended |
File No. 333-218575 |
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 itself and the other several Underwriters, hereby joins in the request of TPG Pace Holdings Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 12:00 noon EST on Tuesday, June 27, 2017, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 2,451 copies of the Preliminary Prospectus dated June 22, 2017 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
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, DEUTSCHE BANK SECURITIES INC. GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC As Representatives of the Several Underwriters
DEUTSCHE BANK SECURITIES INC. | ||
By: | /s/ Eric Hackel | |
Name: Eric Hackel | ||
Title: Managing Director | ||
By: | /s/ Ben Darsney | |
Name: Ben Darsney | ||
Title: Director | ||
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Matt Leavitt | |
Name: Matt Leavitt | ||
Title: Managing Director | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ N. Goksu Yolac | |
Name: N. Goksu Yolac | ||
Title: Managing Director |
[Signature Page to Underwriters’ Acceleration Request Letter]