CORRESP 1 filename1.htm CORRESP

June 23, 2017

 

VIA EDGAR

Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn:   Mr. Larry Spirgel
       Assistant Director

 

Re:   TPG Pace Holdings Corp.
       Registration Statement on Form S-1
       Filed June 7, 2017, as amended
       File No. 333-218575

 

Dear Mr. Spirgel:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several Underwriters, hereby joins in the request of TPG Pace Holdings Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 12:00 noon EST on Tuesday, June 27, 2017, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 2,451 copies of the Preliminary Prospectus dated June 22, 2017 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

* * *

 

[signature page follows]


Very truly yours,

DEUTSCHE BANK SECURITIES INC.

GOLDMAN SACHS & CO. LLC

J.P. MORGAN SECURITIES LLC

As Representatives of the Several Underwriters

 

DEUTSCHE BANK SECURITIES INC.

By:  

/s/ Eric Hackel

  Name: Eric Hackel
  Title: Managing Director
By:  

/s/ Ben Darsney

  Name: Ben Darsney
  Title: Director
GOLDMAN SACHS & CO. LLC
By:  

/s/ Matt Leavitt

  Name: Matt Leavitt
  Title: Managing Director
J.P. MORGAN SECURITIES LLC
By:  

/s/ N. Goksu Yolac

  Name: N. Goksu Yolac
  Title: Managing Director

 

[Signature Page to Underwriters’ Acceleration Request Letter]