April 26, 2018
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Public Service Company of New Hampshire
PSNH Funding LLC 3
Registration Statement on
Form SF-1 (File Nos. 333-223108 and 333-223108-01)
Dear Ladies and Gentlemen:
In connection with the proposed offering of the securities under the above-captioned Registration Statement on Form SF-1 (the “Registration Statement”), we wish to advise you that we, as representatives of the underwriters, hereby join the request of Public Service Company of New Hampshire and PSNH Funding LLC 3 that the effective date of the Registration Statement be accelerated so that the same will become effective on April 30, 2018 at 8:30 a.m. E.D.T., or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act of 1933:
(i) Date of Preliminary Prospectus: April 24, 2018
(ii) Dates of distribution: April 24, 2018 — April 26, 2018
(iii) Number of preliminary prospectuses distributed to prospective underwriters, institutional investors, dealers and others: 1,500
(iv) 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.
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Very truly yours,
Goldman Sachs & Co. LLC |
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Citigroup Global Markets Inc. |
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GOLDMAN SACHS & CO. LLC |
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By: | /s/ Katrina T. Niehaus |
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Name: | Katrina T. Niehaus |
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Title: | Managing Director |
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CITIGROUP GLOBAL MARKETS INC. |
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By: | /s/ Steffen Lunde |
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Name: | Steffen Lunde |
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Title: | Vice President |
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On behalf of each of the Underwriters
Signature Page to Underwriters’ Acceleration Request
