SEC Letter

COVER 39 filename39.htm SEC Letter

LOGO


CONFIDENTIAL SUBMISSION		December 9, 2013

VIA HAND DELIVERY

Draft Registration Statement

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Confidential Submission

Pursuant to Title I, Section 106

under the Jumpstart Our Business

Startups Act and Section 24(b)(2) of the Securities Exchange Act of 1934

Re:

Installed Building Products, Inc.

Confidential Submission of Draft Registration Statement on Form S-1

Ladies and Gentlemen:

On behalf of Installed Building Products, Inc., a Delaware corporation (the “Company”), and in connection with the confidential submission of its draft registration statement on Form S-1 (the “Registration Statement”) on the date hereof, we hereby confidentially submit the draft Registration Statement pursuant to Title I, Section 106 under the Jumpstart Our Business Startups Act (the “JOBS Act”) and Section 24(b)(2) of the Securities Exchange Act of 1934, as amended, for non-public review by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) prior to the public filing of the Registration Statement. Pursuant to our correspondence with the Office of the Chief Accountant and their response letter dated July 2, 2013, we have included the audited consolidated financial statements as of and for the six months ended June 30, 2013 in the Registration Statement.

Pursuant to Title 1, Section 101 of the JOBS Act, the Company is an “emerging growth company” that had total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year ended December 31, 2012. Therefore, the Company is permitted to make this confidential submission of the Registration Statement for review by the Staff, provided that the Registration Statement and all amendments thereto shall be publicly filed with the Commission not later than 21 days before the date on which the Company conducts a “road show,” as such term is defined in Title 17, Section 230.433(h)(4) of the Code of Federal Regulations. In addition, as an “emerging growth company,” the Company has availed itself of the exemption from disclosing certain executive compensation information in the Registration Statement pursuant to Title 1, Section 102 of the JOBS Act.

Please direct all notices and communications with respect to this confidential submission to the following:

Julie M. Allen, Esq.

Proskauer Rose LLP

11 Times Square

New York, NY 10036

Telephone: (212) 969-3155

Facsimile: (212) 969-2900

Please contact the undersigned at (212) 969-3155 or jallen@proskauer.com if you have any questions regarding the foregoing.

Very truly yours,

/s/ Julie M. Allen

Julie M. Allen, Esq.

of PROSKAUER ROSE LLP

Enclosure(s)

cc:

Michael M. Miller, Installed Building Products, Inc.

Shelley A. McBride, Esq., Installed Building Products, Inc.

Robin M. Feiner, Esq., Proskauer Rose LLP

Michael J. Zeidel, Esq., Skadden, Arps, Slate, Meagher & Flom LLP