January 9, 2018
VIA EDGAR
Loan Lauren P. Nguyen
Legal Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Platinum Eagle Acquisition Corp. |
Registration Statement on Form S-1
Filed December 22, 2017, as amended
File No. 333-222279
Dear Ms. Nguyen:
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 Platinum Eagle Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on January 11, 2018, 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, 1,052 copies of the Preliminary Prospectus dated January 9, 2018 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have 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. Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||
| As Representatives of the Several Underwriters | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Francis Windels | |
| Name: Francis Windels | ||
| Title: Managing Director | ||
| By: | /s/ Ben Darsney | |
| Name: Ben Darsney | ||
| Title: Director | ||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||
| By: | /s/ Cary H. Thompson | |
| Name: Cary H. Thompson | ||
| Title: Executive Vice Chairman | ||
