November 14, 2018
VIA EDGAR
Michael Killoy
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Boxwood Merger Corp. |
Registration Statement on Form S-1
Filed October 26, 2018, as amended
File No. 333-228018
Dear Mr. Killoy:
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 Boxwood Merger 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 November 14, 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, 395 copies of the Preliminary Prospectus dated November 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, 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.
* * *
[signature page follows]
Very truly yours, | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated MORGAN STANLEY & Co. LLC MACQUARIE CAPITAL (USA) INC. | ||
As Representatives of the Several Underwriters | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||
By: | /s/ Michele A. H. Allong | |
Name: Michele A. H. Allong | ||
Title: Authorized Signatory | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Akanksha Agarwal | |
Name: Akanksha Agarwal | ||
Title: Vice President | ||
MACQUARIE CAPITAL (USA) INC. | ||
By: | /s/ Jin Chun | |
Name: Jin Chun | ||
Title: Managing Director | ||
By: | /s/ James Ridings | |
Name: James Ridings | ||
Title: Senior Vice President |
[Signature Page to Underwriters’ Acceleration Request Letter]