April 24, 2017

 

VIA EDGAR

 

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 

Re:	Floor & Decor Holdings, Inc. (the “Company”)
	Registration Statement on Form S-1 (File No. 333-216000)

 

Ladies and Gentlemen:

 

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m. (ET) on April 26, 2017, or as soon thereafter as is practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 17, 2017, through the date hereof:

 

Preliminary Prospectus dated April 17, 2017:

 

2,584 copies to prospective underwriters, institutional investors, dealers and others

 

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

[Remainder of Page Intentionally Left Blank]

 

 

Very truly yours,

 

As Representatives of the several Underwriters

 

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:	/s/ Michael Liloia
	Name:	Michael Liloia
	Title:	Vice-President
BARCLAYS CAPITAL INC.
By:	/s/ Victoria Hale
	Name:	Victoria Hale
	Title:	Vice President

 

[Signature Page to Acceleration Request]