TRINET GROUP, INC.
1100 San Leandro Blvd., Suite 400
San Leandro, CA 94577
March 24, 2014
VIA FACSIMILEAND EDGAR
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Mara L. Ransom
RE: | TriNet Group, Inc. | |
Registration Statement on Form S-1 | ||
File No. 333-192465 |
Ladies and Gentlemen:
The undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on March 26, 2014, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this request. The Registrant also hereby requests a copy of the written order verifying the effective date.
In connection with this request, the Registrant 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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Registrant 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. |
Very truly yours, | ||
TriNet Group, Inc. | ||
/s/ Gregory L. Hammond | ||
Gregory L. Hammond Executive Vice President and | ||
Chief Legal Officer |
March 24, 2014
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Deutsche Bank Securities Inc.
As Representatives of the
Several Underwriters
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
and
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
VIA EDGAR
US Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Mara L. Ransom | |||
Re: | TriNet Group, Inc. - Registration Statement on | |||
Form S-1, as amended File No. 333-192465 |
Acceleration Request
Requested Date: March 26, 2014
Requested Time: 4:30 p.m. Eastern Time
March 24, 2014
Page 2
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we wish to advise that between March 13, 2014 and the date hereof, 8,239 copies of the Preliminary Prospectus of TriNet Group, Inc. (the “Registrant”) dated March 13, 2014 were distributed as follows by the underwriters:
• | 4,134 copies to prospective underwriters/dealers; |
• | 4,036 copies to institutional and other investors; and |
• | 69 copies to others. |
We, the undersigned, as representatives of the several underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended (the “Securities Act”).
Pursuant to Rule 461 under the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m. Eastern Time on March 26, 2014, or as soon thereafter as practicable.
[Signature Page Follows]
J.P. MORGAN SECURITIES LLC | ||
MORGAN STANLEY & CO. LLC | ||
DEUTSCHE BANK SECURITIES LLC | ||
As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement | ||
By: | J.P. Morgan Securities LLC | |
By: | /s/ Alice Takhtajan | |
Name: Alice Takhtajan | ||
Title: Executive Director | ||
By: | Morgan Stanley & Co. LLC | |
By: | /s/ Paul Wasinger | |
Name: Paul Wasinger | ||
Title: Managing Director | ||
By: | Deutsche Bank Securities Inc. | |
By: | /s/ Chris Cormier | |
Name: Chris Cormier | ||
Title: Managing Director | ||
By: | /s/ Joseph P. Coleman | |
Name: Joseph P. Coleman | ||
Title: Managing Director |
[Signature Page to Underwriters’ Acceleration Request]