The Bank of N.T. Butterfield & Son Limited
65 Front Street
Hamilton, HM 12
Bermuda
September 14, 2016
VIA EDGAR
Mr. Christian N. Windsor
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.W.
Washington, DC 20549
Re: The Bank of N.T. Butterfield & Son Limited
Registration Statement on Form F-1
File No. 333-212896
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, The Bank of N.T. Butterfield & Son Limited (the “Company”) hereby requests that the effectiveness of the Company’s Registration Statement on Form F-1 (File No. 333-212896) be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 4:00pm, Eastern Daylight Time, on September 15, 2016 or as soon as practicable thereafter. By separate letter, the underwriters of the sale of the securities being registered join in this request for acceleration.
In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges the following:
· should the Commission or its 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 or 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.
The Company hereby authorizes Edward J. Lee and Kathryn Gettles-Atwa of Wachtell, Lipton, Rosen & Katz to orally modify or withdraw this request for acceleration. Please contact Mr. Lee at (212) 403-1155 or Ms. Gettles-Atwa at (212) 403-1142 with any questions you may have concerning this request, and please notify either of them when this request for acceleration has been granted.
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| Sincerely, | ||
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| THE BANK OF N.T. BUTTERFIELD & SON LIMITED | ||
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| By: | /s/ Shaun Morris | |
| Name: | Shaun Morris | |
| Title: | General Counsel and Group Chief | |
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| Legal Officer | |
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cc: | Wachtell, Lipton, Rosen & Katz |
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| Edward J. Lee |
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| Kathryn Gettles-Atwa |
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