CORRESP 1 filename1.htm Underwriter Acceleration Request

February 6, 2023

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

 

Attention:   

Alex King

Jay Ingram

Dale Welcome

Anne McConnell

Re:   

Nextracker Inc..

Registration Statement on Form S-1

File No. 333-269238

   Acceleration Request
   Requested Date:              February 8, 2023
   Requested Time:             2:00 p.m., Eastern Standard Time

Ladies and Gentlemen:

Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that approximately 3,630 copies of the Preliminary Prospectus of Nextracker Inc., a company organized under the laws of the State of Delaware (the “Registrant”), dated February 1, 2023 through the date hereof, were distributed as follows by the underwriters to underwriters, dealers, institutional investors and others.

We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.

In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m. Eastern Standard Time on February 8, 2023, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.

 

[Signature Page Follows]


Very truly yours,

J.P. MORGAN SECURITIES LLC

BOFA SECURITIES, INC.

CITIGROUP GLOBAL MARKETS INC

BARCLAYS CAPITAL INC.

As representatives of the several underwriters listed

in Schedule 1 to the Underwriting Agreement

J.P. MORGAN SECURITIES LLC

By:

  /s/ Manoj Vemula
 

Name: Manoj Vemula

 

Title:   Executive Director

BOFA SECURITIES, INC.

By:

  /s/ Ray Craig
 

Name: Ray Craig

 

Title:   Managing Director

CITIGROUP GLOBAL MARKETS INC.

By:

  /s/ Greg Kantrowitz
 

Name: Greg Kantrowitz

 

Title:   Managing Director

BARCLAYS CAPITAL INC.

By:

  /s/ Robert Stowe
 

Name: Robert Stowe

 

Title:   Managing Director

cc:    

Daniel Shugar, Chief Executive Officer

David Bennett, Chief Financial Officer

Léah Schlesinger, General Counsel

Nextracker Inc.

Sharon R. Flanagan, Esq.

Samir A. Gandhi, Esq.

Helen Theung, Esq.

Sidley Austin LLP

Robert G. Day, Esq.

Melissa S. Rick, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

 

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