RIVERBANC MULTIFAMILY INVESTORS, INC. 

227 West Trade Street, Suite 900 

Charlotte, North Carolina 28202

 

October 11, 2016

 

 
 

 

Via EDGAR and Facsimile  

U.S. Securities and Exchange Commission

Division of Corporation Finance 

100 F Street, N.E. 

Washington, DC 20549

Attention: Ms. Sonia Gupta Barros

 

Re: 

RiverBanc Multifamily Investors, Inc.
Registration Statement on Form S-11 Initially Filed June 17, 2015 

File No. 333-205041

 

Ladies and Gentlemen:

 

On June 17, 2015, RiverBanc Multifamily Investors, Inc. (the “Company”) filed a Registration Statement on Form S-11 (File No. 333-205041) (as thereafter amended, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”).

 

In accordance with Rule 477(a) under the Securities Act, the Company hereby respectfully requests that the Commission consent to the withdrawal of the Registration Statement, together with all exhibits thereto, effective as of the date hereof or at the earliest practicable date hereafter. The Company is seeking the withdrawal of the Registration Statement because it no longer intends to conduct the offering of shares of the Company’s common stock, $0.01 par value per share, contemplated in the Registration Statement. The Company respectfully advises the Commission that the Registration Statement was never declared “effective” by the Commission and that no securities have been sold in connection with the Registration Statement.

 

The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. The Company, however, respectfully requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should the Company proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p) under the Securities Act.

 

Pursuant to the foregoing, the Company hereby respectfully requests that the Commission issue a written order granting the withdrawal of the Registration Statement as soon as possible. Please fax a copy of the Commission’s written order as soon as it is available to the attention of the undersigned at (855) 826-1639, and to the attention of the Company’s counsel, Christopher C. Green of Vinson & Elkins L.L.P., at (202) 879-8941.

 

Please direct any questions regarding this request to Christopher C. Green of Vinson & Elkins L.L.P. at (202) 639-6521.

 

Sincerely,

 

RIVERBANC MULTIFAMILY INVESTORS, INC.

 

By:         /s/ Kevin M. Donlon      
Name:   Kevin M. Donlon      
Title:     Chief Executive Officer      
 
 
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