CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on October 31, 2012
October 31, 2012
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Restoration Hardware Holdings, Inc. |
Registration Statement on Form S-1 (File No. 333-176767) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the 1933 Act), the undersigned, as representatives of the underwriters of the offering of shares of common stock of Restoration Hardware Holdings, Inc. (the Company), hereby join in the Companys request that the effectiveness of the Companys Registration Statement on Form S-1 (File No. 333-176767) become effective on November 1, 2012 at 4:45 p.m., Washington D.C. time, or as soon thereafter as practicable. The undersigned request that you disregard our letter requesting acceleration, dated October 30, 2012, and treat this letter as superceding such previously filed letter.
The undersigned, as representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
Pursuant to Rule 460 of the General Rules and Regulations under the 1933 Act, the undersigned, as representatives of the underwriters, hereby advise you that the Companys preliminary prospectus dated October 23, 2012 in connection with the offering referred to above was distributed to approximately 6,527 underwriters, dealers, institutions and others through the date hereof.
[Remainder of page intentionally left blank]
Very truly yours, | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
||
By: | /s/ Michele Allong |
|
Name: Michele Allong | ||
Title: Authorized Signatory | ||
Goldman, Sachs & Co. | ||
By: | /s/ Goldman, Sachs & Co. |
|
Goldman, Sachs & Co. |
[Signature Page to Restoration Hardware Acceleration Request]