Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Jefferies LLC
520 Madison Avenue
New York, New York 10022
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
July 20, 2020
VIA EMAIL & EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jonathan Burr
| Re: | Pershing Square Tontine Holdings, Ltd. (the “Company”) |
Registration Statement on Form S-1 (Registration No. 333-239342) |
Dear Mr. Burr:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request of Pershing Square Tontine Holdings, Ltd. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on July 21, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cadwalader, Wickersham & Taft LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, please be advised that we expect to distribute approximately 1,376 copies of the preliminary prospectus dated July 16, 2020 (the “Preliminary Prospectus”) between the date hereof and July 21, 2020 to prospective underwriters, dealers, institutional investors and others.
We, the undersigned, as representative 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 Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By: /s/ Pavan Bellur
Name: Pavan Bellur
Title: Managing Director
JEFFERIES LLC
By: /s/ Scott M. Skidmore
Name: Scott M. Skidmore
Title: Managing Director
UBS SECURITIES LLC
By: /s/ Thomas Schadewald
Name: Thomas Schadewald
Title: Director
By: /s/ Robert C. Gerbo
Name: Robert C. Gerbo
Title: Associate Director
On behalf of the several underwriters
[Signature Page to Acceleration Request Letter]
