GOLDMAN SACHS & CO. MORGAN STANLEY & CO. INCORPORATED
85 Broad Street 1585 Broadway
New York, NY 10004 New York, NY 10036
Via EDGAR and Facsimile
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December 11, 2006
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549
Re: NewStar Financial, Inc.
Registration Statement on Form S-1 (Reg. No. 333-137513)
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the
"Securities Act"), the undersigned, acting on behalf of themselves and as the
representative of the several Underwriters, hereby join in the request of
NewStar Financial, Inc. that the effective date of the above referenced
Registration Statement be accelerated so that the Registration Statement may
become effective by 2:00 pm Eastern Standard Time on December 13, 2006, or as
soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 460 under the
Securities Act, the following information is provided with respect to the
distribution between November 30, 2006 and the date hereof of the preliminary
prospectus dated November 30, 2006:
To Whom Distributed Number of Copies
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Prospective underwriters, dealers and others 26,854
Institutions 2,493
Total 29,347
We have been informed by the participating underwriters that they will comply
with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
Sincerely,
GOLDMAN, SACHS & CO.
MORGAN STANLEY & CO. INCORPORATED
Acting on behalf of themselves and as the
Representative of the several Underwriters
By: GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
By: MORGAN STANLEY & CO. INCORPORATED
By: /s/ John Tyree
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Name: John Tyree
Title: Executive Director