WALKER & DUNLOP, INC.
7501 Wisconsin Avenue
Suite 1200
Bethesda, MD 20814
December 9, 2010
VIA EDGAR AND FACSIMILE
Mr. Todd K. Schiffman
Mr. Eric Envall
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Re: Walker & Dunlop, Inc.
Registration Statement on Form S-1 (File No. 333-168535)
Dear Mr. Schiffman:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Walker & Dunlop, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement on Form S-1 (File No. 333-168535) (the “Registration Statement”), be accelerated to, and the Registration Statement be declared effective at, 4:00 p.m., Eastern Time, on December 13, 2010, or as soon as practicable thereafter, pursuant to Rule 430A, unless we or our outside counsel, Hogan Lovells US LLP, request by telephone that such Registration Statement be declared effective at some other time. The Company also requests the Securities and Exchange Commission (the “Commission”) to confirm such effective date and time in writing. By separate letter, the underwriters of the issuance of the securities being registered have joined this request for acceleration.
In connection with this request for acceleration, the Company acknowledges that:
· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature page follows]
| Very truly yours, | |
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| Walker & Dunlop, Inc. | |
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| By: | /s/ William M. Walker |
| Name: | William M. Walker |
| Title: | Chairman, President and Chief |
cc: David W. Bonser
Hogan Lovells US LLP
James E. Showen
Hogan Lovells US LLP
Edward F. Petrosky
J. Gerard Cummins
James O’Connor
Sidley Austin LLP
CREDIT SUISSE SECURITIES (USA) LLC
Eleven Madison Avenue
New York, NY 10010-3629
December 9, 2010
VIA EDGAR AND FACSIMILE
Mr. Todd K. Schiffman
Mr. Eric Envall
Division of Corporation Finance
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
Re: | Walker & Dunlop, Inc. |
| Registration Statement on Form S-1 (File No. 333-168535) |
Dear Mr. Schiffman:
We hereby join Walker & Dunlop, Inc. (the “Company”) in requesting that the effective date for the above-referenced registration statement on Form S-1 (File No. 333-168535) (the “Registration Statement”) be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on December 13, 2010, or as soon as practicable thereafter, pursuant to Rule 430A.
The underwriters of the above issue were advised by invitation wire and in subsequent underwriting papers that they must comply with the provisions of SEC Release No. 33-4968 of the Securities Act of 1933, as amended (“1933 Act”), and Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “1934 Act”). Copies of the preliminary prospectus have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours prior to the time it is expected confirmations will be mailed.
We were advised on October 19, 2010, by the Corporate Financing Department of the Financial Industry Regulatory Authority, Inc. that it has reviewed the above captioned proposed offering and that it has determined to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements of the offering.
The undersigned, as joint-lead managers, have and will, and each underwriter and each dealer has advised the undersigned that it has and will comply with Release No. 33-4968 of the 1933 Act and Rule 15c2-8 under the 1934 Act.
In connection with the foregoing and pursuant to Rule 460 under the 1933 Act, please be advised that the undersigned have effected approximately the following distribution of copies of the preliminary prospectus dated
December 1, 2010.
· | Institutions |
| 594 |
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· | Underwriters, Dealers and Others |
| 1293 |
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| Total: 1887 |
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[Signature page follows]
| Very truly yours, | |
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| CREDIT SUISSE SECURITIES (USA) LLC | |
| KEEFE, BRUYETTE & WOODS, INC. | |
| MORGAN STANLEY & CO. INCORPORATED | |
| As Representatives of the Several Underwriters | |
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| BY: CREDIT SUISSE SECURITIES (USA) LLC | |
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| By: | /s/ David Hermer |
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| Authorized Signatory |
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