July 22, 2014
Via EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Ms. Mara L. Ransom
Mr. Dean Brazier
Re: Request for Acceleration of Effectiveness of NRG Yield, Inc. Registration Statement on Form S-1 (File No. 333-196808) initially filed on June 16, 2014
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the Securities Act), we, the representative of the several underwriters (the Representative), hereby join in the request of NRG Yield, Inc. (the Registrant), for the acceleration of the effective date of the Registrants Registration Statement on Form S-1 (File No. 333-196808) (as amended, the Registration Statement), relating to a public offering of shares of the Registrants Class A common stock, par value $0.01 per share, so that the Registration Statement may be declared effective on Tuesday, July 22, 2014, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Representative of the underwriters, confirm that they are aware of their obligations under the Securities Act.
In connection with the Preliminary Prospectus distribution for the above-mentioned offering, the prospective underwriters have confirmed that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
The following information with respect to the distribution of the Preliminary Prospectus dated July 22, 2014 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act, in connection with the request for acceleration of the effective date of the Registration Statement.
The undersigned expect to distribute the Preliminary Prospectus, dated July 22, 2014, in electronic form in a manner reasonable to secure adequate distribution to each underwriter and dealer who is reasonably anticipated to be invited to participate in the distribution of the common stock to be offered pursuant to such Preliminary Prospectus.
(Signature page follows)
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Very truly yours, | |
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MERRILL LYNCH, PIERCE, FENNER & SMITH | |
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INCORPORATED | |
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For itself and as Representative of the other underwriters | |
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By: |
/s/ Richard A. Diaz |
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Name: |
Richard A. Diaz |
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Title: |
Authorized Signatory |