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SEC Company Response from INTERLINE BRANDS, — Aug 1, 2005

INTERLINE BRANDS, INC./DE (CIK 0001292900)
Date: Aug. 1, 2005 · CIK: 0001292900 · Accession: 0001047469-05-020402

AI Filing Summary & Sentiment

File numbers found in text: 333-126515

Date
August 1, 2005
Author
Not clearly detected
Form
CORRESP
Company
INTERLINE BRANDS, INC./DE (CIK 0001292900)

Letter

VIA EDGAR Securities and Exchange Commission VIA EDGAR Securities and Exchange Commission VIA EDGAR Securities and Exchange Commission Attention: Andrew P. Schoeffler Interline Brands, Inc. Registration Statement on Form S-1 (File No. 333-126515)

Re:Interline Brands, Inc. (the "Company")

Dear Mr. Schoeffler:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the "Form S-1") relating to the registration of 8,912,500 shares (including 1,162,500 shares to cover over-allotments) of common stock, par value $.01 per share, of Interline Brands, Inc., a Delaware corporation (the "Company") be accelerated to 4:00 p.m. Eastern time, on August 3, 2005 or as soon thereafter as may be practicable.

We understand and acknowledge that: should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact either me at (904) 421-1432 or Carl B. McCarthy at (212) 373-3563.

Very truly yours,
INTERLINE BRANDS, INC.

Show Raw Text
CORRESP
1
filename1.htm

August 1, 2005

VIA
EDGAR

Securities
and Exchange Commission

Judiciary Plaza

100 F Street, N.E.

Washington D.C. 20549

Re:Interline
Brands, Inc. (the "Company")

Registration Statement on Form S-1 (File No. 333-126515)

Ladies
and Gentlemen:

        Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned hereby join in the request of the Company that the effective date of the Registration Statement
be accelerated so that the Registration Statement may become effective by 4:00 p.m. EST on the Wednesday of August 3, 2005 or as soon thereafter as practicable.

Sincerely,

CREDIT SUISSE FIRST BOSTON LLC

LEHMAN BROTHERS INC.

As Representatives

By:

Credit Suisse First Boston LLC

/s/  COREY WHISNER       Name: Corey Whisner

Title: Director

August 1, 2005

VIA
EDGAR

Securities
and Exchange Commission

Judiciary Plaza

100 F Street, N.E.

Washington D.C. 20549

Re:Interline
Brands, Inc. (the "Company")

Registration Statement on Form S-1 (File No. 333-126515)

Ladies
and Gentlemen:

        The
following information with respect to the distribution of the prospectus dated July 22, 2005 is furnished pursuant to Rule 460 of the Rules and Regulations of the
Commission under the Securities Act of 1933, as amended, in connection with the request for acceleration of the effective date of the aforementioned Registration Statement.

        The
number of prospectuses dated July 22, 2005 as distributed between July 22, 2005 and August 3, 2005 is as follows:

Preliminary
Prospectus dated July 22, 2005:

10,425
copies to Prospective Underwriters, institutional investors, dealers and others.

Sincerely,

CREDIT
SUISSE FIRST BOSTON LLC

LEHMAN BROTHERS INC.

As Representatives

By:

Credit Suisse First Boston LLC

/s/  COREY WHISNER       Name:  Corey Whisner

Title:    Director

INTERLINE BRANDS, INC.

801 W. Bay Street

Jacksonville, Florida 32204

August 1,
2005

VIA
EDGAR

Securities
and Exchange Commission

Judiciary Plaza

100 F Street, N.E.

Washington, D.C. 20549

Attention:
Andrew P. Schoeffler

Interline
Brands, Inc.

Registration Statement on

Form S-1 (File No. 333-126515)

Dear
Mr. Schoeffler:

        Pursuant
to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on
Form S-1 (the "Form S-1") relating to the registration of 8,912,500 shares (including 1,162,500 shares to cover over-allotments) of common stock, par
value $.01 per share, of Interline Brands, Inc., a Delaware corporation (the "Company") be accelerated to 4:00 p.m. Eastern time, on August 3, 2005 or as soon thereafter as may be
practicable.

        We
understand and acknowledge that: should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing; the action of the
Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        We
understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the
issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact either me at (904) 421-1432 or Carl B. McCarthy
at (212) 373-3563.

Very truly yours,

INTERLINE BRANDS, INC.

By:

/s/  LAURENCE W. HOWARD

Name:

Laurence W. Howard

Title:

Vice President, General Counsel and Secretary

cc:John
C. Kennedy, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP

Carl B. McCarthy, Esq., Paul, Weiss, Rifkind, Wharton & Garrison LLP