June 26, 2023
VIA EDGAR SUBMISSION
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Re: | Nextracker Inc. |
Registration Statement on Form S-1 |
File No. 333-272934 |
Acceleration Request |
Requested Date: June 28, 2023 |
Requested Time: 4:00 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 there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the public offering of shares of the Registrant’s Class A common stock, as many copies of the preliminary prospectus of Nextracker Inc., a Delaware corporation (the “Registrant”), as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
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 4:00 p.m. Eastern Standard Time on June 28, 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. BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS 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 | ||
BARCLAYS CAPITAL INC. | ||
By: | /s/ Robert Stowe | |
Name: Robert Stowe Title: Managing Director | ||
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Dan Mallegni | |
Name: Dan Mallegni 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
Emily Roberts, Esq.
[Signature Page to Underwriter Acceleration Request]
Davis Polk & Wardwell LLP
Robert G. Day, Esq.
Melissa S. Rick, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Underwriter Acceleration Request]