April 3, 2017
Acceleration Request for Schneider National, Inc.
Registration Statement on Form S-1
(File No. 333-215244)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Schneider National, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 3:30 p.m., Washington, D.C. time, on April 5, 2017, or as soon as practicable thereafter.We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
* * * * * * *
Please call me at (212) 474-1824 with any questions.
Very truly yours, |
/s/ Johnny G. Skumpija Johnny G. Skumpija |
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Encl.
Copy w/encl. to:
John Dana Brown
Attorney-Advisor
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Julie Griffith
Special Counsel
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Paul Kardish
General Counsel, Corporate Secretary and Executive Vice President
Schneider National, Inc.
3101 Packerland Drive
Green Bay, Wisconsin 54313
BY EDGAR
Schneider National, Inc.
3101 Packerland Drive
Green Bay, WI 54313
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attn: | Mr. John Dana Brown | |
Ms. Julie Griffith |
Schneider National, Inc.
Registration Statement on FormS-1
FileNo. 333-215244
April 3, 2017
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), Schneider National, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act by 3:30 p.m., Washington, D.C. time, on April 5, 2017, or as soon thereafter as practicable.
In connection with this request, the Company acknowledges that:
• | should the Commission or the staff of the Commission (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. |
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform Johnny G. Skumpija at (212)474-1824 and then send written confirmation to the addressees listed on the cover of the Registration Statement.
Very truly yours, | ||
Schneider National, Inc. | ||
By: | /s/ Paul J. Kardish | |
Name: Paul J. Kardish | ||
Title: General Counsel |
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
Merrill Lynch, Pierce, Fenner & Smith Incorporated
One Bryant Park
New York, New York 10036
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attn: | Ms. Julie Griffith | |
Mr. John Dana Brown |
Schneider National, Inc.
Registration Statement on FormS-1
FileNo. 333-215244
April 3, 2017
Ladies and Gentlemen:
In accordance with 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 Schneider National, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:30 p.m., Washington, D.C. time, on April 5, 2017, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cravath, Swaine & Moore LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated March 24, 2017, through the date hereof:
Preliminary Prospectus dated March 24, 2017:
5,228 copies to prospective underwriters, institutional investors, dealers and others
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours, | ||
MORGAN STANLEY & CO. LLC UBS SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Acting severally on behalf of themselves and the several Underwriters | ||
By: | MORGAN STANLEY & CO. LLC | |
By: | /s/ Lauren Garcia Belmonte | |
Name: Lauren Garcia Belmonte | ||
Title: Executive Director | ||
By: | UBS SECURITIES LLC | |
By: | /s/ Kevin Lacerda | |
Name: Kevin Lacerda | ||
Title: Director | ||
By: | /s/ Michael Zahka | |
Name: Michael Zahka | ||
Title: Associate Director | ||
By: | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | |
By: | /s/ Michele A. H. Allong | |
Name: Michele A. H. Allong | ||
Title: Authorized Signatory |
[Signature Page to Acceleration Request]