CORRESP 1 filename1.htm

February 25, 2019

 

VIA EDGAR

 

Office of Financial Services

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

 

Attention:David Gessert, Attorney-Advisor
 Office of Financial Services

 

Re:Tortoise Acquisition Corp.
Form S-1 Registration Statement

File No. 333-229537


Dear Mr. Gessert:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), each of the undersigned, for itself and the several underwriters, hereby joins in the request of Tortoise Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on February 27, 2019, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, 3,328 copies of the Preliminary Prospectus dated February 15, 2019 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advise 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.

 

* * *

 

[signature page follows]

 

 

 

  Very truly yours,
   
  BARCLAYS CAPITAL INC.
  GOLDMAN SACHS & CO. LLC
  UBS SECURITIES LLC,
  as Representatives of the Several Underwriters
   
   
  BARCLAYS CAPITAL INC.
   
  By:  /s/ Victoria Hale
    Name: Victoria Hale
    Title: Vice President

 

  GOLDMAN SACHS & CO. LLC
   
  By:  /s/ Olympia McNerney
    Name: Olympia McNerney
    Title: Managing Director

 

  UBS SECURITIES LLC
   
  By:  /s/ Saawan Pathange
    Name: Saawan Pathange
    Title: Managing Director
     
  By:  /s/ Harris Baltch
    Name: Harris Baltch
    Title: Executive Director

 

 

[Signature Page to Underwriter Acceleration Request Letter]