SEC Company Response from Rimini Street, Inc. (RMNI) (CIK 0001635282) (RMNI) — May 15, 2015
Rimini Street, Inc. (RMNI) (CIK 0001635282)
Date: May 15, 2015 · CIK: 0001635282 · Accession: 0001144204-15-031496
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File numbers found in text: 333-203500
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CORRESP
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Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
May 15, 2015
VIA EMAIL & EDGAR
Erin E. Martin, Esq.
Senior Counsel
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Re:
GP Investments Acquisition Corp. (the “Company”)
Registration
Statement on Form S-1 (Registration No. 333-203500) (the “Registration Statement”)
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities
Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request
of the Company for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at
3:00 p.m. Washington D.C. time on May 19, 2015, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we,
as representative of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s
preliminary prospectus dated May 8, 2015:
(i)
Dates of distribution: May 11, 2015 through the date hereof
(ii)
Number of prospective underwriters to which the preliminary prospectus was furnished: 2
(iii)
Number of prospectuses furnished to investors: approximately 800
(iv)
Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 50
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,
CITIGROUP GLOBAL MARKETS INC.
Acting on behalf of itself and
the several underwriters
By: /s/ Neil Shah _______
Name: Neil Shah
Title: Managing Director
cc: Securities and Exchange Commission
Isaac Esquivel
Jennifer Monick
Sara von Althann
cc: Skadden, Arps, Slate, Meagher & Flom LLP
Gregg A. Noel
Michael J. Mies
cc: Davis
Polk & Wardwell LLP
Deanna L. Kirkpatrick
Manuel Garciadiaz