SEC Company Response from AG Mortgage Investment Trust, Inc. (MITN, MITP, MITT, MITT-PA, MITT-PB, MITT-PC) (CIK 0001514281) (MITN) — Apr 26, 2011
AG Mortgage Investment Trust, Inc. (MITN, MITP, MITT, MITT-PA, MITT-PB, MITT-PC) (CIK 0001514281)
Date: April 26, 2011 · CIK: 0001514281 · Accession: 0001193125-11-109516
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-172656
Letter
Acceleration Request
Global Markets & Investment Banking
One Bryant Park – 8th Floor
New York, New York 10036
646-855-6780
April 26, 2011
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael McTiernan
Assistant Director
Re: AG Mortgage Investment Trust, Inc.
Registration Statement on Form S-11 (SEC File No. 333-172656)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of AG Mortgage Investment Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on April 28, 2011 or as soon thereafter as practicable. This request for acceleration supersedes the request we submitted on April 25, 2011.
Pursuant to Rule 460 under the Act, please be advised that the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated April 18, 2011 (the “Preliminary Prospectus”):
No. of Copies
Prospective Underwriters
3,960
Dealers
1,937
Institutions
Others
1,843
Total
8,426
In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
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CORRESP
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Acceleration Request
Global Markets & Investment Banking
One Bryant Park – 8th Floor
New York, New York 10036
646-855-6780
April 26, 2011
Securities and Exchange
Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael McTiernan
Assistant Director
Re:
AG Mortgage Investment Trust, Inc.
Registration Statement on Form S-11 (SEC File No. 333-172656)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the
“Act”), we hereby join in the request of AG Mortgage Investment Trust, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on April 28, 2011 or as
soon thereafter as practicable. This request for acceleration supersedes the request we submitted on April 25, 2011.
Pursuant to Rule 460
under the Act, please be advised that the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated April 18, 2011 (the “Preliminary Prospectus”):
No. of Copies
Prospective Underwriters
3,960
Dealers
1,937
Institutions
686
Others
1,843
Total
8,426
In connection with the Preliminary Prospectus distribution for the above-reference issue, the prospective underwriters have
confirmed that they are complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
J.P. MORGAN SECURITIES LLC
UBS SECURITIES LLC
As Representatives of the several Underwriters
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
/s/ Richard A. Diaz
Name:
Richard A. Diaz
Title:
Authorized Signatory
J.P. MORGAN SECURITIES LLC
By:
/s/ Ray Craig
Name:
Ray Craig
Title:
Executive Director
UBS SECURITIES LLC
By:
/s/ Andrew Platt
Name:
Andrew Platt
Title:
Executive Director
By:
/s/ Justin P. Nance
Name:
Justin P. Nance
Title:
Associate Director