CORRESP 1 filename1.htm Underwriters SEC Acceleration Request

November 23, 2016

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tonya Aldave

 

Re: SiteOne Landscape Supply, Inc.

Filed on Form S-1

Registration No. 333-214628

Ladies and Gentlemen:

As representatives of the several underwriters of the registrant’s proposed public offering of common stock and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request dated November 23, 2016 of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m., Washington, D.C. time, on Tuesday, November 29, 2016, or as soon thereafter as practicable.

In connection with the above-captioned Registration Statement and pursuant to Rule 460 under the Act, please be advised that there will be distributed to each underwriter or dealer, which is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure the adequate distribution of the preliminary prospectus.

We have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]


Very truly yours,

GOLDMAN, SACHS & CO.

 

By:  

/s/ Kristen Grippi

  Name:   Kristen Grippi
  Title:   Managing Director
UBS SECURITIES LLC
By:  

/s/ Sara Coyle

  Name:   Sara Coyle
  Title:   Managing Director
By:  

/s/ Michael A. Trivelli

  Name:   Michael A. Trivelli
  Title:   Associate Director

As Representatives of the

Prospective Underwriters

[Signature Page to Underwriters’ Acceleration Request Letter]