Correspondence 0001193125-25-005258 from Flowco Holdings Inc. (FLOC)
Flowco Holdings Inc.
Date: Jan. 13, 2025 · CIK: 0002035149 · Accession: 0001193125-25-005258
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File numbers found in text: 333-283663
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CORRESP 1 filename1.htm CORRESP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 Piper Sandler & Co. 1251 Avenue of the Americas New York, New York 10020 January 13, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Melissa Kindelan; Christine Dietz; Matthew Crispino; Jan Woo Re: Flowco Holdings Inc. Registration Statement on Form S-1 File No. 333-283663 Acceleration Request Requested Date: January 15, 2025 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”), hereby join in the request of Flowco Holdings Inc., a Delaware corporation (the “Company”), that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time, on January 15, 2025, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Sidley Austin LLP, may request by telephone to the staff of the Securities and Exchange Commission. Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the above-referenced Registration Statement. We, the undersigned Representatives, hereby represent that we are in compliance and will comply, and we have been informed by the other participating underwriters that they are in compliance and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the offering. Very truly yours, J.P. MORGAN SECURITIES LLC JEFFERIES LLC PIPER SANDLER & CO. As Representatives of the several underwriters J.P. MORGAN SECURITIES LLC By: /s/ Lucy Brash Name: Lucy Brash Title: Managing Director JEFFERIES LLC By: /s/ Andrew Picoli Name: Andrew Picoli Title: Managing Director PIPER SANDLER & CO. By: /s/ Terry Padden Name: Terry Padden Title: Managing Director SIGNATURE PAGE UNDERWRITERS’ ACCELERATION REQUEST LETTER