| October 29, 2013 |
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Ransom
Re: The Container Store Group, Inc.
Registration Statement on Form S-1
File No. 333-191465
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby join in the request of The Container Store Group, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 2:00 p.m., Washington, D.C. time, on October 31, 2013, or as soon as possible thereafter.
In connection with the Preliminary Prospectus distribution for the above-mentioned issue, the prospective underwriters have confirmed that they are complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
The following information with respect to the distribution of the Preliminary Prospectus dated October 21, 2013 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.
The undersigned have effected approximately the following distribution of copies of the Preliminary Prospectus, dated October 21, 2013, through the date hereof:
Preliminary Prospectus, dated October 21, 2013:
9,804 copies were distributed to prospective underwriters, institutional investors, dealers and others.
Yours truly,
J. P. MORGAN SECURITIES LLC
BARCLAYS CAPITAL INC.
CREDIT SUISSE SECURITIES (USA) LLC
MORGAN STANLEY & CO. LLC
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
WELLS FARGO SECURITIES, LLC
JEFFERIES LLC
As Representatives of the Several Underwriters
J. P. MORGAN SECURITIES LLC |
| MORGAN STANLEY & CO. LLC | |||
|
|
|
| ||
|
|
|
| ||
By: | /s/ John Clark |
| By: | /s/ John Tyree | |
| Authorized Signatory |
|
| Authorized Signatory | |
|
|
|
|
| |
|
|
|
|
| |
BARCLAYS CAPITAL INC. |
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |||
|
|
|
|
| |
|
|
|
|
| |
By: | /s/ Victoria Hale |
| By: | /s/ Richard A. Diaz | |
| Authorized Signatory |
|
| Authorized Signatory | |
|
|
|
|
| |
|
|
|
|
| |
CREDIT SUISSE SECURITIES (USA) LLC |
| WELLS FARGO SECURITIES, LLC | |||
|
|
| |||
|
|
| |||
By: | /s/ Cullen Lee |
| By: | /s/ Lee Lam | |
| Authorized Signatory |
|
| Authorized Signatory | |
|
|
|
|
| |
|
|
|
|
| |
|
|
| JEFFERIES LLC | ||
|
|
|
| ||
|
|
|
| ||
|
|
| By: | /s/ Michael A. Bauer | |
|
|
|
| Authorized Signatory | |
[Signature Page—Underwriters’ Acceleration Request]