SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
| DIRECT DIAL NUMBER | E-MAIL ADDRESS | |
| (212) 455-2812 | RFENYES@STBLAW.COM |
VIA EDGAR
October 13, 2015
| Re: | Acceleration Request for First Data Corporation |
| Registration Statement on Form S-1 (File No. 333-205750) |
SECURITIESAND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Matthew Crispino
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, First Data Corporation, and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on October 14, 2015, or as soon as practicable thereafter.We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Please call me at (212) 455-2812 with any questions.
Very truly yours,
/s/ Richard A. Fenyes
Richard A. Fenyes
| cc: | Securities and Exchange Commission |
| Ivan Griswold |
FIRST DATA CORPORATION
225 Liberty Street, 29th Floor
New York, New York 10281
October 13, 2015
VIA EDGAR
| Re: | First Data Corporation |
| Registration Statement on Form S-1 |
| File No. 333-205750 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Matthew Crispino
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, First Data Corporation (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on October 14, 2015, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.
The Company acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature Page Follows]
Very truly yours,
| ||||
| FIRST DATA CORPORATION | ||||
| By: | /s/ Adam L. Rosman | |||
| Name: | Adam L. Rosman | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
[Signature Page to Company Acceleration Request]
October 13, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
| Re: | First Data Corporation (the “Company”) |
Registration Statement on Form S-1 (File No. 333-205750)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of up to 184,000,000 shares of Class A common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Washington D.C. time, on October 14, 2015, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated October 1, 2015, through the date hereof:
Preliminary Prospectus dated October 1, 2015:
3,500 copies to prospective underwriters, institutional investors, dealers and others.
We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
| CITIGROUP GLOBAL MARKETS INC. | ||
MORGAN STANLEY & CO. LLC | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
KKR CAPITAL MARKETS LLC | ||
As Representatives of the several Underwriters | ||
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Jane Atherton | |
| ||
| Name: Jane Atherton | ||
| Title: Managing Director | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Evan Damast | |
| ||
| Name: Evan Damast | ||
Title: Managing Director | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
By: | /s/ Michael Liloia | |
| ||
Name: Michael Liloia | ||
Title: Vice President | ||
KKR CAPITAL MARKETS LLC | ||
By: | /s/ Adam Smith | |
| ||
Name: Adam Smith | ||
Title: Authorized Signatory | ||
[Signature Page to Underwriter Acceleration Request]
