February 6, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attention: | Alex King Jay Ingram Dale Welcome Anne McConnell | |
| Re: | Nextracker Inc.. Registration Statement on Form S-1 File No. 333-269238 | |
| Acceleration Request | ||
| Requested Date: February 8, 2023 | ||
| Requested Time: 2:00 p.m., Eastern Standard Time | ||
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that approximately 3,630 copies of the Preliminary Prospectus of Nextracker Inc., a company organized under the laws of the State of Delaware (the “Registrant”), dated February 1, 2023 through the date hereof, were distributed as follows by the underwriters to underwriters, dealers, institutional investors and others.
We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m. Eastern Standard Time on February 8, 2023, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
Very truly yours, | ||
J.P. MORGAN SECURITIES LLC | ||
BOFA SECURITIES, INC. | ||
CITIGROUP GLOBAL MARKETS INC | ||
BARCLAYS CAPITAL INC. | ||
As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement | ||
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Manoj Vemula | |
Name: Manoj Vemula | ||
Title: Executive Director | ||
BOFA SECURITIES, INC. | ||
By: | /s/ Ray Craig | |
Name: Ray Craig | ||
Title: Managing Director | ||
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Greg Kantrowitz | |
Name: Greg Kantrowitz | ||
Title: Managing Director | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Robert Stowe | |
Name: Robert Stowe | ||
Title: Managing Director | ||
cc:
Daniel Shugar, Chief Executive Officer
David Bennett, Chief Financial Officer
Léah Schlesinger, General Counsel
Nextracker Inc.
Sharon R. Flanagan, Esq.
Samir A. Gandhi, Esq.
Helen Theung, Esq.
Sidley Austin LLP
Robert G. Day, Esq.
Melissa S. Rick, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Underwriter Acceleration Request]
