Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629
Goldman, Sachs & Co.
200 West Street
New York, NY 10282
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
July 31, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Pamela Long Asia Timmons-Pierce Tracey Houser Terence O’Brien | |
| Re: | Sunrun Inc. Registration Statement on Form S-1 Registration File No. 333-205217 | |
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 Sunrun Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on August 4, 2015, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Wilson Sonsini Goodrich & Rosati, P.C., 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 July 22, 2015:
| (i) | Dates of distribution: July 22, 2015 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 7 |
| (iii) | Number of prospectuses furnished to investors: approximately 2,043 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 225 |
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 Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours,
CREDIT SUISSE SECURITIES (USA) LLC GOLDMAN, SACHS & CO. MORGAN STANLEY & CO. LLC
Acting severally on behalf of themselves and the several Underwriters | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Ted Michaels | |
| Name: Ted Michaels | ||
| Title: Director | ||
| GOLDMAN, SACHS & CO. | ||
| By: | /s/ Richard Cohn | |
| Name: Richard Cohn | ||
| Title: Managing Director | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Lauren Cummings | |
| Name: Lauren Cummings | ||
| Title: Executive Director | ||
[Signature Page to Underwriters’ Acceleration Request]