0001140361-18-020535.txt : 20180531 0001140361-18-020535.hdr.sgml : 20180531 20180430170133 ACCESSION NUMBER: 0001140361-18-020535 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER DENVER HOLDINGS, INC. CENTRAL INDEX KEY: 0001699150 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 462393770 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 222 EAST ERIE STREET, STE 500 CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 414-212-4700 MAIL ADDRESS: STREET 1: 222 EAST ERIE STREET, STE 500 CITY: MILWAUKEE STATE: WI ZIP: 53202 CORRESP 1 filename1.htm
Simpson Thacher & Bartlett llp
425 Lexington Avenue
New York, N.Y. 10017-3954
(212) 455-2000
Facsimile (212) 455-2502
 

Direct Dial Number 
(212) 455-2812
E-Mail Address
RFENYES@STBLAW.COM
 
VIA EDGAR          

          April 30, 2018
 
 
Re:
Acceleration Request for Gardner Denver Holdings, Inc.
Registration Statement on Form S-1 (File No. 333-224543)
 
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Ravitz

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Gardner Denver Holdings, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 3:30 p.m., Washington, D.C. time, on May 2, 2018, or as soon as practicable thereafter.  We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.

Please call me at (212) 455-2812 with any questions.
 
 
Very truly yours,
 
 
 
/s/ Richard A. Fenyes
 
 
 
Richard A. Fenyes
 
cc:  
Securities and Exchange Commission
 
 
Tom Jones

GARDNER DENVER HOLDINGS, INC.
222 East Erie Street, Suite 500
Milwaukee, Wisconsin 53202

April 30, 2018

VIA EDGAR
 
 
Re:
Gardner Denver Holdings, Inc.
Registration Statement on Form S-1
File No. 333-224543
 
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Amanda Ravitz

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Gardner Denver Holdings, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 3:30 p.m., Washington, D.C. time, on May 2, 2018, or as soon as possible thereafter.

[Signature Page Follows]

 
Very truly yours,
 
 
 
GARDNER DENVER HOLDINGS, INC.
 
 
By:           /s/ Andrew Schiesl
    Name: Andrew Schiesl
    Title: Vice President, General Counsel,
      Chief Compliance Officer and Secretary
 
[Signature Page to Company Acceleration Request]
April 30, 2018

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
 
 
Re:
Gardner Denver Holdings, Inc. (the “Company”)
Registration Statement on Form S-1 (File No. 333-224543)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the Company’s proposed public offering of up to 25,404,956 shares of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 3:30 p.m., Washington D.C. time, on May 2, 2018, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated April 30, 2018, through the date hereof:

Preliminary Prospectus dated April 30, 2018:
0 copies to prospective underwriters, institutional investors, dealers and others.

We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

GOLDMAN SACHS & CO. LLC
CITIGROUP GLOBAL MARKETS INC.

 
As Representatives of the several Underwriters

GOLDMAN SACHS & CO. LLC
 
 
By:
/s/ Richard Cohn
 
Name:
Richard Cohn
 
Title:
Managing Director

CITIGROUP GLOBAL MARKETS INC.
 
 
By:
/s/ Clayton H. Hale III
 
Name:
Clayton H. Hale III
 
Title:
Managing Director

[Signature Page to Underwriter Acceleration Request]