SMART Global Holdings, Inc.
39870 Eureka Drive
Newark, CA 94560
November 27, 2017
VIA EDGAR TRANSMISSION AND FEDEX
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Mr. Tom Jones |
| Ms. Amanda Ravitz |
| Re: | SMART Global Holdings, Inc. |
| Registration Statement on Form S-1 |
| Registration No. 333-221760 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-221760) (the “Registration Statement”) of SMART Global Holdings, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:50 pm, Washington, D.C. time, on November 29th, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Davis Polk & Wardwell LLP, by calling Alan F. Denenberg at (650) 752-2004.
The Company acknowledges the following:
| • | 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. |
| Very truly yours,
SMART Global Holdings, Inc. | ||||
| By: |
/s/ Bruce Goldberg. | |||
| Name: | Bruce Goldberg | |||
| Title: | Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary |
VIA EDGAR AND FEDERAL EXPRESS
November 27, 2017
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Tom Jones |
| Amanda Ravitz |
| Re: | SMART Global Holdings, Inc. |
| Registration Statement on Form S-1 |
| Initially Submitted November 13, 2017 |
| File No. 333-221760 |
Ladies and Gentlemen:
As representative of the several underwriters of the proposed public offering of ordinary shares of SMART Global Holdings, Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:50 p.m., Eastern Time, on November 29, 2017, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated November 27, 2017, through the date hereof:
Preliminary Prospectus dated November 27, 2017:
Approximately 1000 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours,
BARCLAYS CAPITAL INC.
As Representative of the several Underwriters
By: Barclays Capital Inc. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Vice President | ||
[Signature Page to Acceleration Request Letter]