Pursuant to Rule 461 under the Securities Act of 1933, as amended, National Vision Holdings, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:15 p.m., Washington, D.C. time, on March 14, 2018, or as soon as practicable thereafter.
If you require any additional information with respect to this letter, please contact Joseph H. Kaufman (212-455-2948) of Simpson Thacher & Bartlett LLP.
March 12, 2018
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Heather Percival
Re: Acceleration Request for National Vision Holdings, Inc. (the “Company”)
Registration Statement on Form S-1 (File No. 333-223602)
Ladies and Gentlemen:
As representatives of the several underwriters of the Company’s proposed public offering of up to 11,500,000 shares 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 4:15 p.m., Eastern Time, on March 14, 2018, 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 12, 2018, through the date hereof:
Preliminary Prospectus dated March 12, 2018:
0 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 of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
Jefferies LLC
| By: | Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
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| By: | /s/ Michael Liloia | |
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| Name: | Michael Liloia | |
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| Title: | Director | |
| By: | Citigroup Global Markets Inc. | |
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| By: | /s/ Dean Pimenta | |
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| Name: | Dean Pimenta | |
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| Title: | Managing Director | |
| By: | Goldman Sachs & Co. LLC | |
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| By: | /s/ Gabel Gelma | |
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| Name: | Gabel Gelma | |
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| Title: | Managing Director | |
| By: | Jefferies LLC | |
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| By: | /s/ Michael Bauer | |
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| Name: | Michael Bauer | |
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| Title: | Managing Director | |
Acting on behalf of themselves and as the
Representatives of the several Underwriters
