April 30, 2019
VIA EDGAR TRANSMISSION
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Folake Ayoola, Barbara C. Jacobs
Re: |
| SciPlay Corporation |
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| Registration Statement on Form S-1 (File No. 333-230727) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters, hereby join in the request of SciPlay Corporation (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on May 2, 2019 or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act, we advise you that from April 22, 2019 through the date hereof, we have effected the following distribution of the Company’s Preliminary Prospectus dated April 22, 2019:
Preliminary Prospectus dated April 22, 2019:
2,169 copies to prospective underwriters, institutional investors, dealers and others.
We advise that we have complied and will comply, and have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We were advised on April 24, 2019 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned filing and that it has determined to raise no objections with respect to the fairness and reasonableness of the proposed underwriting terms and arrangements.
[Signature Page Follows]
| Very truly yours, | |
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| MERRILL LYNCH, PIERCE, FENNER & SMITH | |
| INCORPORATED | |
| J.P. MORGAN SECURITIES LLC | |
| DEUTSCHE BANK SECURITIES INC. | |
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| As Representatives of the several Underwriters | |
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| By: MERRILL LYNCH, PIERCE, FENNER & SMITH | |
| INCORPORATED | |
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| By: | /s/ Neil Kell |
| Name: | Neil Kell |
| Title: | Managing Director |
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| By: J.P. MORGAN SECURITIES LLC | |
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| By: | /s/ Karin Fronczke |
| Name: | Karin Fronczke |
| Title: | Managing Director |
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| By: DEUTSCHE BANK SECURITIES INC. | |
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| By: | /s/ Ben Darsney |
| Name: | Ben Darsney |
| Title: | Director |
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| By: | /s/ Justin Smolkin |
| Name: | Justin Smolkin |
| Title: | Managing Director |
