SEC Company Response from Groupon, Inc. (GRPN) (CIK 0001490281) (GRPN) — Nov 1, 2011
Groupon, Inc. (GRPN) (CIK 0001490281)
Date: Nov. 1, 2011 · CIK: 0001490281 · Accession: 0001047469-11-008886
AI Filing Summary & Sentiment
File numbers found in text: 333-174661
Letter
VIA EDGAR AND FACSIMILE Division of Corporation Finance Mail Stop 3720 Washington, DC 20549-6010 Re:Groupon, Inc. Registration Statement on Form S-1 (File No. 333-174661)
Dear Mr. Spirgel:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as representative of the several underwriters (the "Representative"), hereby join in the request of Groupon, Inc. (the "Company") with respect to the effective time of the above referenced Registration Statement so that it may be declared effective Thursday, November 3, 2011, at 2:00 p.m. Eastern Time, or as soon thereafter as practicable.
In connection with this acceleration request and pursuant to Rule 460 under the Securities Act, we hereby advise you that the Preliminary Prospectus, dated October 21, 2011, was distributed by the underwriters approximately as follows from October 21, 2011 through the date hereof:
To Whom Distributed
Number of Copies
Underwriters
5,637
Institutions
7,140
Others/Retail
7,968
Total
20,745
The undersigned, as Representative, hereby represents on behalf of the underwriters that the underwriters have complied with the requirements of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
Sincerely yours,
Morgan Stanley & Co. LLC
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CORRESP
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filename1.htm
November 1, 2011
VIA EDGAR AND FACSIMILE
Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Mail Stop 3720
Washington, DC 20549-6010
Re:Groupon, Inc.
Registration Statement on Form S-1 (File No. 333-174661)
Dear Mr. Spirgel:
In
accordance with Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), we, as representative of the
several underwriters (the "Representative"), hereby join in the request of Groupon, Inc. (the "Company")
with respect to the effective time of the above referenced Registration Statement so that it may be declared effective Thursday, November 3, 2011, at 2:00 p.m. Eastern Time, or as soon
thereafter as practicable.
In
connection with this acceleration request and pursuant to Rule 460 under the Securities Act, we hereby advise you that the Preliminary Prospectus, dated October 21,
2011, was distributed by the underwriters approximately as follows from October 21, 2011 through the date hereof:
To Whom Distributed
Number of Copies
Underwriters
5,637
Institutions
7,140
Others/Retail
7,968
Total
20,745
The
undersigned, as Representative, hereby represents on behalf of the underwriters that the underwriters have complied with the requirements of Rule 15c2-8 of the
Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
Sincerely yours,
Morgan Stanley & Co. LLC
Goldman, Sachs & Co. LLC
Credit Suisse Securities (USA) LLC
Allen & Company LLC
Merrill Lynch, Pierce Fenner & Smith
Incorporated
Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
William Blair & Company L.L.C.
Loop Capital Markets, Inc.
RBC Capital Markets, LLC
The Williams Group, L.P.
By:
Morgan Stanley & Co. LLC
As representative of the several underwriters
By:
/s/ KATE CLAASSEN
Name:
Kate Claassen
Title:
Vice President
Signature
Page to Acceleration Request