Withdrawal of Registration Statement (rw)
02 July 2013 - 6:28AM
Edgar (US Regulatory)
National Financial Partners Corp.
340 Madison Avenue, 20
th
Floor
New York, New York, 10173
July 1, 2013
VIA EDGAR
Securities and
Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
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RE:
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National Financial Partners Corp.
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Registration Statement on Form S-3 (File No. 333-183759)
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Application for
Withdrawal
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the
Act
), National Financial Partners Corp., a Delaware corporation (the
Company
),
respectfully requests that the Securities and Exchange Commission (the
Commission
) consent to the withdrawal, effective as of the date hereof or at the earliest possible practicable date hereafter, of its Registration Statement on
Form S-3 (Registration No. 333-183759), together with all exhibits thereto (collectively, the
Registration Statement
). The Registration Statement was originally filed with the Commission on September 7, 2012. The
Registration Statement was declared effective on September 27, 2012.
As a result of the successful completion of the
merger of the Company and Patriot Merger Corp., a wholly owned subsidiary of Patriot Intermediate Holdings B Corp. (f/k/a Patriot Parent Corp.) and a Delaware corporation, the Company has determined to withdraw the Registration Statement at this
time. The Company confirms that no securities have been sold pursuant to the Registration Statement.
In accordance with Rule
457(p) promulgated under the Act, the Company also requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
If you have any questions or comments or require further information, please do not hesitate to call or email Stancil E. Barton, the
Companys general counsel, at (212) 301-4000 or
sbarton@nfp.com
. Thank you for your assistance in this matter.
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Very truly yours,
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National Financial Partners Corp.
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By:
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/s/ Stancil E. Barton
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Name:
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Stancil E. Barton
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Title:
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Executive Vice President and
General Counsel
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