Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005, United States
Credit Suisse Securities (USA) LLC
11 Madison Avenue
New York, NY 10010, United States
Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA England
As the several underwriters
VIA EDGAR
October 15, 2018
Mr. Tom Kluck, Legal Branch Chief
Mr. Folake Ayoola, Senior Counsel
Mr. William Demarest, Staff Accountant
Ms. Sharon Sobotka, Staff Accountant
Office of Real Estate and Commodities
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Studio City International Holdings Ltd. (CIK No. 0001713334) |
Registration Statement on Form F-1 (File No. 333-227232)
Registration Statement on Form 8-A (File No. 001-38699)
Ladies and Gentlemen:
We, as the several underwriters, hereby join Studio City International Holdings Ltd. (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time on October 17, 2018, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland and Ellis LLP, may orally request by telephone call that such Registration Statements be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 9, 2018 through the date hereof:
Preliminary Prospectus dated October 9, 2018:
1,375 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
Deutsche Bank Securities Inc.
| By: | /s/ Frank Windels | |
| Name: | Frank Windels | |
| Title: | Managing Director | |
| By: | /s/ Mark Schwartz | |
| Name: | Mark Schwartz | |
| Title: | Managing Director | |
[Signature Page to Underwriters’ Acceleration Request]
Very truly yours,
| Credit Suisse Securities (USA) LLC | ||
| By: | /s/ Teddy Swigert | |
| Name: | Teddy Swigert | |
| Title: | Director | |
[Signature Page to Underwriters’ Acceleration Request]
Very truly yours,
| Morgan Stanley & Co. International plc | ||
| By: | /s/ Robin Zhao | |
| Name: | Robin Zhao | |
| Title: | Executive Director | |
[Signature Page to Underwriters’ Acceleration Request]