July 18, 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. 333-219325)

 

Ladies and Gentlemen:

 

As representatives of the several underwriters of the proposed public offering by certain selling stockholders of the Company of up to 10,350,000 shares 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 5:30 p.m. (ET) on July 19, 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, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

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/ Richard A. Diaz
Name:	Richard A. Diaz
Title:	Authorized Signatory
BARCLAYS CAPITAL INC.
By:	/s/ Victoria Hale
Name:	Victoria Hale
Title:	Vice President

 

[Signature Page to Acceleration Request]