May 7, 2013
VIA FACSIMILE AND EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mark Webb
Kate McHale
Re: PennyMac Financial Services, Inc.
Registration Statement on Form S-1
Filed: February 7, 2013
File No. 333-186495
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co., as representatives of the several underwriters, hereby join PennyMac Financial Services, Inc. in requesting that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 3:00 p.m. Eastern Time on Wednesday, May 8, or as soon thereafter as possible.
Pursuant to Rule 460 under the Act, please be advised that between April 29, 2013 and the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated April 29, 2013 (the “Preliminary Prospectus”):
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| No. of Copies |
|
|
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Prospective Underwriters |
| 1,416 |
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|
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Institutions |
| 6,527 |
|
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Prospective Dealers |
| 15 |
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|
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Individuals |
| 1,290 |
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Other |
| 99 |
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|
|
Total |
| 9,347 |
This is to further advise you that the underwriters have complied with and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced Preliminary Prospectus.
[Remainder of Page Intentionally Left Blank]
| CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN, SACH & CO. as Representatives of the several Underwriters set forth in Schedule I to the Underwriting Agreement | ||
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| By: Citigroup Global Markets Inc. | ||
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| By: | /s/ Christo Realov |
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| Name: Christo Realov | |
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| Title: Vice President | |
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| By: Merrill Lynch, Pierce, Fenner & Smith | ||
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| By: | /s/ William Addas |
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| Name: William Addas | |
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| Title: Managing Director | |
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| By: Credit Suisse Securities (USA) LLC | ||
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| By: | /s/ David Stolzar |
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| Name: David Stolzar | |
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| Title: Director | |
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| By: Goldman, Sachs & Co. | ||
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| By: | /s/ Christian Erich Bluhm |
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| Name: Christian Erich Bluhm | |
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| Title: Managing Director |
[Signature Page to Underwriters’ Acceleration Request]