J.P. MORGAN SECURITIES LLC

MORGAN STANLEY & CO. LLC

CREDIT SUISSE SECURITIES (USA) LLC

383 Madison Avenue

1585 Broadway

Eleven Madison Avenue

New York, NY 10179

New York, NY 10036

New York, NY 10010

 

 

March 19, 2012

 

Re:                            Vantiv, Inc.

Registration Statement on Form S-1

Registration File No. 333-177875

 

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549

 

Dear Sir/Madam:

 

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several underwriters, wish to advise you that (i) the Registration Statement on Form S-1 as filed on November 9, 2011, as amended through Amendment No. 7 to the Registration Statement as filed on March 14, 2012, and (ii) the Preliminary Prospectus issued March 8, 2012, were distributed during the period March 8, 2012, through March 16, 2012, in at least the following amounts:

 

Registration Statement

 

Preliminary Prospectus

11 to Underwriters

 

3,182 to Institutions

 

 

15,815 to Dealers,
Underwriters and Others

Total: 11

 

Total: 18,997

 

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

 

In accordance with Rule 461 of the Act, we hereby join in the request of Vantiv, Inc. for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m. Eastern Standard Time on March 21, 2012, or as soon thereafter as practicable.

 

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Very truly yours,

 

 

 

J.P. MORGAN SECURITIES LLC,

 

MORGAN STANLEY & CO. LLC,

 

CREDIT SUISSE SECURITIES (USA) LLC,

 

 

 

 

Acting severally on behalf of themselves and the several Underwriters listed in Schedule 1 to the Underwriting Agreement

 

 

 

 

 

By:

J.P. MORGAN SECURITIES LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ John Hall

 

 

 

Name:

John Hall

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

By:

MORGAN STANLEY & CO. LLC

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Paul Wasinger

 

 

 

Name:

Paul Wasinger

 

 

 

Title:

Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

By:

CREDIT SUISSE SECURITIES (USA) LLC

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Brian Gudofsky

 

 

 

Name:

Brian Gudofsky

 

 

 

Title:

Managing Director

 

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