0001410578-13-000178.txt : 20131129 0001410578-13-000178.hdr.sgml : 20131128 20130729190152 ACCESSION NUMBER: 0001410578-13-000178 CONFORMED SUBMISSION TYPE: DRSLTR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Essent Group Ltd. CENTRAL INDEX KEY: 0001448893 IRS NUMBER: 980673656 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DRSLTR BUSINESS ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 877-673-8190 MAIL ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: Essent group Ltd. DATE OF NAME CHANGE: 20081028 DRSLTR 1 filename1.htm

 

[Letterhead of Willkie Farr & Gallagher LLP]

 

July 29, 2013

 

CONFIDENTIAL SUBMISSION VIA EDGAR

 

Draft Registration Statement

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E. Washington, D.C. 20549

 

Re:  Essent Group Ltd.

Draft Registration Statement on Form S-1

Submitted July 29, 2013

File No. 333-

 

Ladies and Gentlemen:

 

On behalf of our client, Essent Group Ltd. (the “Company”), we are submitting a draft Registration Statement on Form S-1 (the “Registration Statement”) to the staff of the Securities and Exchange Commission for confidential nonpublic review pursuant to Section 6(e) of the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement submitted herewith relates to the initial public offering of the Company’s common shares.

 

On behalf of the Company, we confirm to you that as of the date of this letter, the Company is an emerging growth company, as defined in Section 2(a)(19) of the Securities Act, because its total gross revenues during the fiscal year ended December 31, 2012, its most recently completed fiscal year, were less than $1 billion. Please note this information is disclosed in the Company’s income statement included in the Registration Statement on page F-4. In addition, on behalf of our client, we confirm to you that as of the date of this letter none of the disqualifying conditions set forth in Section 2(a)(19) have occurred.

 

A formal filing of the Registration Statement will be made at a later date, which in no event will be later than 21 days before the Company commences its road show.

 

If you have any questions or comments concerning this submission, please do not hesitate to call Michael Groll at (212) 728-8616 or Alexander Dye at (212) 728-8642.

 

 

Regards,

 

 

 

/s/ Michael Groll

 

Michael Groll

 

cc:

Mark Casale

 

Lawrence McAlee

 

Mary Lourdes Gibbons