0001567619-17-000941.txt : 20170609 0001567619-17-000941.hdr.sgml : 20170609 20170509154526 ACCESSION NUMBER: 0001567619-17-000941 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170509 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
E-Mail Address
(212) 455-2812
RFENYES@STBLAW.COM

VIA EDGAR
 
 
May 9, 2017
 
 
Re:
Acceleration Request for Gardner Denver Holdings, Inc.
   
Registration Statement on Form S-1 (File No. 333-216320)

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 4:00 p.m., Washington, D.C. time, on May 11, 2017, 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


  May 9, 2017
 
VIA EDGAR
 
 
Re:
Gardner Denver Holdings, Inc.
   
Registration Statement on Form S-1
   
File No. 333-216320

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 4:00 p.m., Washington, D.C. time, on May 11, 2017, 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]
May 9, 2017

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. 333-216320)

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 47,495,000 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 4:00 p.m., Washington D.C. time, on May 11, 2017, 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 May 3, 2017, through the date hereof:

Preliminary Prospectus dated May 3, 2017:
3,418 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/ Ryan Gilliam
  
 
Name:
Ryan Gilliam
  
Title:
Vice President
  
 
CITIGROUP GLOBAL MARKETS INC.
  
       
By:
/s/  Edward Ruff
  
 
Name:
Edward Ruff
  
 
Title:
Vice President
  

 
[Signature Page to Underwriter Acceleration Request]