September 26, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Chris Ronne
Re: | PQ Group Holdings Inc. (the Company) Registration Statement on Form S-1 File No. 333-218650 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), and as Representatives of the several underwriters of the Companys proposed public offering of shares of the Companys common stock, we hereby join the Companys request for acceleration of the effective date of the above-referenced Registration Statement, as amended, requesting effectiveness for 4:00 p.m., Eastern Time, on September 28, 2017 or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have distributed approximately 4,866 copies of the Companys Preliminary Prospectus dated September 19, 2017 through the date hereof to underwriters, dealers, institutional investors and others.
The undersigned, as Representatives of the several underwriters, have complied and will continue to comply, and have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934, as amended.
Very truly yours, | ||
MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC | ||
As Representatives of the Several Underwriters
By: Morgan Stanley & Co. LLC | ||
By: | /s/ Neil Guha | |
Name: | Neil Guha | |
Title: | Vice President | |
By: Goldman Sachs & Co. LLC | ||
By: | /s/ Adam Greene | |
Name: | Adam Greene | |
Title: | Vice President |
[Signature Page to Acceleration Request]