Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
November 28, 2017
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
| Re: | Regalwood Global Energy Ltd. |
Registration Statement on FormS-1, as amended (RegistrationNo. 333-220771)
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of Regalwood Global Energy Ltd. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern Daylight Time on November 30, 2017, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we, as representatives of the several Underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated November 27, 2017:
| (i) | Dates of distribution: November 27, 2017 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was distributed: 2 |
| (iii) | Number of prospectuses distributed: approximately 611 |
We, the undersigned, as representatives of the several Underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934.
[signature page follows]
Very truly yours, | ||
CITIGROUP GLOBAL MARKETS, INC. | ||
J.P. MORGAN SECURITIES LLC | ||
| Acting severally on behalf of themselves and the several underwriters | ||
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Neil Shah | |
Name: Neil Shah | ||
Title: Managing Director | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Alejandra Fernandez | |
Name: Alejandra Fernandez | ||
Title: Vice President | ||