CORRESP 1 filename1.htm

 

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

 

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

 

Raymond James & Associates, Inc.

880 Carillon Parkway

St. Petersburg, Florida 33716

 

RBC Capital Markets, LLC

Three World Financial Center

200 Vesey Street

New York, New York 10281-8098

 

FBR Capital Markets & Co.

1300 North 17th Street, Suite 1400

Arlington, Virginia 22209

 

October 13, 2015

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Thomas Kluck

 

Re:                             Request for Acceleration of Effectiveness

American Farmland Company

Registration Statement on Form S-11

(File No. 333-205260)

 

Dear Mr. Kluck:

 

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), American Farmland Company (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-11 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m., Eastern Time, on October 15, 2015, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Goodwin Proctor LLP, request by telephone that such Registration Statement be declared effective.

 

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 6, 2015:

 



 

(i)             Dates of distribution: October 6, 2015 through the date hereof

 

(ii)          Number of prospective underwriters to which the preliminary prospectus was furnished: 5

 

(iii)       Number of prospectuses furnished to underwriters, dealers, institutions and others: approximately 2,900

 

We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we 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.

 

Very truly yours,

 

DEUTSCHE BANK SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.

RAYMOND JAMES & ASSOCIATES, INC.

RBC CAPITAL MARKETS, LLC

FBR CAPITAL MARKETS & CO.

 

Acting severally on behalf of themselves and the

several Underwriters

 



 

Deutsche Bank Securities Inc.

 

 

 

 

 

By:

/s/ Jeff Mortara

 

 

Name: Jeff Mortara

 

 

Title:   Managing Director

 

 

 

 

By:

/s/Francis Windels

 

 

Name: Francis Windels

 

 

Title:   Managing Director

 

 

 

 

Citigroup Global Markets Inc.

 

 

 

 

 

 

By:

/s/ Paul Ingrassia

 

 

Name: Paul Ingrassia

 

 

Title:   Managing Director

 

 

 

 

Raymond James & Associates, Inc.

 

 

 

 

 

 

By:

/s/ Steven Loffman

 

 

Name: Steven Loffman

 

 

Title:   Vice President

 

 

 

 

RBC Capital Markets, LLC

 

 

 

 

 

 

By:

/s/ John C. Brady

 

 

Name: John C. Brady

 

 

Title:   Managing Director

 

 

 

 

FBR Capital Markets & Co.

 

 

 

 

 

 

By:

/s/ Paul Dell’isola

 

 

Name: Paul Dell’isola

 

 

Title:   Senior Managing Director