October 23, 2017
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Christopher Durham, Staff Attorney
Re: Merchants Bancorp
Registration Statement on Form S-1
File No. 333-220623
Request for Acceleration
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Merchants Bancorp that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-220623) be accelerated so that the Registration Statement will become effective at 4:00 P.M. Eastern Time on October 25, 2017, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters have effected between October 16, 2017 and the date hereof approximately the following distribution of the preliminary prospectus:
1,762 copies to institutions, prospective underwriters and others.
The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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Very truly yours, | ||
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SANDLER ONEILL & PARTNERS, L.P. | ||
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STEPHENS INC. | ||
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as Representatives of the underwriters | ||
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By: |
Sandler ONeill & Partners Corp., | |
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the sole general partner | |
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By: |
/s/ Jennifer Docherty | |
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Name: |
Jennifer Docherty |
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Title: |
Authorized Signatory |
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By: |
Stephens Inc. | |
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By: |
/s/ Jeffrey D. Jones | |
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Name: |
Jeffrey D. Jones |
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Title: |
Managing Director |