July 30, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ms. Sonia Gupta Barros
Re: | Cushman & Wakefield plc |
Registration Statement on FormS-1 (FileNo. 333-225742) (the “Registration Statement”) |
Ladies and Gentleman:
In connection with the above-referenced Registration Statement and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Cushman & Wakefield plc that the effectiveness of the Registration Statement be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on August 1, 2018, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, please be advised that we and the other prospective underwriters have distributed approximately 9,519 copies of the preliminary prospectus dated July 25, 2018 (the “Preliminary Prospectus”) between July 25, 2018 and the date hereof to prospective underwriters, dealers, institutional investors and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, we hereby confirm that we are, and the other prospective underwriters have confirmed that they are, complying with the48-hour requirement as promulgated by Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
We were advised on July 27, 2018 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned filing and that it has determined to raise no objections with respect to the fairness of the terms and arrangements of the proposed offering.
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Very truly yours, | ||
MORGAN STANLEY & CO. LLC J.P. MORGAN SECURITIES LLC GOLDMAN SACHS & CO. LLC UBS SECURITIES LLC | ||
As Representatives of the several Underwriters | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Jon Sierant | |
Name: | Jon Sierant | |
Title: | Executive Director |
J.P. MORGAN SECURITIES LLC | ||
By: | /s/ Karin Fronczke | |
Name: | Karin Fronczke | |
Title: | Managing Director |
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Ian Taylor | |
Name: | Ian Taylor | |
Title: | Managing Director |
UBS SECURITIES LLC | ||
By: | /s/ Evan Riley | |
Name: | Evan Riley | |
Title: | Executive Director |
By: | /s/ Radler Kelly | |
Name: | Radler Kelly | |
Title: | Associate Director |
[Signature Page to Request for Acceleration of Effectiveness]