April 30, 2019

 

VIA EDGAR TRANSMISSION

 

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Folake Ayoola, Barbara C. Jacobs

 

Re:

 

SciPlay Corporation

 

 

Registration Statement on Form S-1 (File No. 333-230727)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the several underwriters, hereby join in the request of SciPlay Corporation (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on May 2, 2019 or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act, we advise you that from April 22, 2019 through the date hereof, we have effected the following distribution of the Company’s Preliminary Prospectus dated April 22, 2019:

 

Preliminary Prospectus dated April 22, 2019:

 

2,169 copies to prospective underwriters, institutional investors, dealers and others.

 

We advise that we have complied and will comply, and 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.

 

We were advised on April 24, 2019 by the Corporate Financing Department of the Financial Industry Regulatory Authority that it has reviewed the above-captioned filing and that it has determined to raise no objections with respect to the fairness and reasonableness of the proposed underwriting terms and arrangements.

 

[Signature Page Follows]

 


 

 

Very truly yours,

 

 

 

MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED

 

J.P. MORGAN SECURITIES LLC

 

DEUTSCHE BANK SECURITIES INC.

 

 

 

As Representatives of the several Underwriters

 

 

 

By: MERRILL LYNCH, PIERCE, FENNER & SMITH

 

INCORPORATED

 

 

 

By:

/s/ Neil Kell

 

Name:

Neil Kell

 

Title:

Managing Director

 

 

 

 

By: J.P. MORGAN SECURITIES LLC

 

 

 

 

By:

/s/ Karin Fronczke

 

Name:

Karin Fronczke

 

Title:

Managing Director

 

 

 

 

By: DEUTSCHE BANK SECURITIES INC.

 

 

 

 

By:

/s/ Ben Darsney

 

Name:

Ben Darsney

 

Title:

Director

 

 

 

 

By:

/s/ Justin Smolkin

 

Name:

Justin Smolkin

 

Title:

Managing Director