CORRESP 1 filename1.htm

 

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

 

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

 

July 15, 2019

 

VIA EMAIL & EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Conyers Park II Acquisition Corp. (the “Company”)

Registration Statement on Form S-1 (Registration No. 333-232449)

 

Ladies and Gentlemen:

 

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request of Conyers Park II Acquisition Corp. that the effectiveness for the above-captioned Registration Statement on Form S-1 (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 July 15, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

 

Pursuant to Rule 460 under the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 15, 2019:

 

(i)Dates of distribution: July 15, 2019 through the date hereof

 

(ii)Number of prospective underwriters to which the preliminary prospectus was furnished: 2

 

(iii)Number of prospectuses furnished to underwriters, dealers, institutions and others: approximately 2,024

 

We, the undersigned, as representative 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.

 

 

[Signature Page Follows]

 

 

 

  

Very truly yours,

 

DEUTSCHE BANK SECURITIES INC.

 

Deutsche Bank Securities Inc.  
       
By: /s/ Daniel L. Jacobowitz  
  Name:   Daniel L. Jacobowitz  
  Title: Managing Director  
       
By: /s/ Bruce Harting  
  Name: Bruce Harting  
  Title: Managing Director  
       
GOLDMAN SACHS & CO. LLC  
       
Goldman Sachs & Co. LLC  
       
By:

/s/ Olympia McNerney

 
  Name: Olympia McNerney  
  Title: Managing Director  

 

 [Signature Page to Acceleration Request Letter]