July 17, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Tom Kluck, Legal Branch Chief |
Office of Real Estate and Commodities
Re: | TPG RE Finance Trust, Inc. |
Registration Statement on Form S-11 (SEC File No. 333-217446)
Ladies and Gentlemen:
In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of TPG RE Finance Trust, Inc. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern time, on July 19, 2017 or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately 5,450 copies of the Preliminary Prospectus dated July 10, 2017 (the “Preliminary Prospectus”) through the date hereof, to underwriters, dealers, institutions and others.
In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriters have confirmed that they are complying with the 48-hour requirement as promulgated by Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CITIGROUP GLOBAL MARKETS INC. GOLDMAN SACHS & CO. LLC WELLS FARGO SECURITIES, LLC
As Representatives of the several Underwriters
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
By: | /s/ Michele A. H. Allong | |
| ||
Name: | Michele A. H. Allong | |
Title: | Vice President | |
CITIGROUP GLOBAL MARKETS INC. | ||
By: | /s/ Guy Dorsainvil | |
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Name: | Guy Dorsainvil | |
Title: | Director | |
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Adam Greene | |
| ||
Name: | Adam Greene | |
Title: | Vice President | |
WELLS FARGO SECURITIES, LLC | ||
By: | /s/ David Herman | |
| ||
Name: | David Herman | |
Title: | Director |
[Signature Page to Acceleration Request]