- Withdrawal of Registration Statement (RW)
September 11 2009 - 6:45AM
Edgar (US Regulatory)
September 11, 2009
VIA EDGAR AND
OVERNIGHT DELIVERY
Division
of Corporation Finance
U.S. Securities and Exchange Commission
100
F. Street, N.E.
Mail
Stop 3720
Washington,
DC 20549
Attention: Larry Spirgel,
Assistant Director
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Re:
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Bridgepoint
Education, Inc.
Registration Statement on Form S-1 (File No. 333-161549)
Application for Withdrawal of Registration Statement
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Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended (the
Securities Act
), Bridgepoint Education, Inc. (the
Company
) hereby respectfully requests withdrawal of its
Registration Statement on Form S-1 (File No. 333-161549), together
with all exhibits and the amendment thereto (collectively, the
Registration Statement
).
The Registration Statement was initially filed with the Securities and
Exchange Commission (the
Commission
) on
August 26, 2009.
In
light of current public market conditions, the selling stockholders have
determined not to proceed with the offering described in the Registration
Statement at this time. The Company
confirms that no securities have been or will be distributed, issued or sold
pursuant to the Registration Statement or the prospectus contained therein. Furthermore, the Registration Statement was
not declared effective by the Commission.
The Company requests, in accordance with Rule 457(p) under the
Securities Act, that all fees paid to the Commission in connection with the
filing of the Registration Statement be credited to the Companys account to be
offset against the filing fee for any future registration statement(s).
It
is our understanding that this application for withdrawal of the Registration
Statement will be deemed granted as of the date that it is filed with the
Commission unless, within fifteen days after such date, the Company receives
notice from the Commission that this application will not be granted.
If
you have any questions regarding the foregoing application for withdrawal,
please contact our counsel, Jeffrey D. Saper, Esq. of Wilson, Sonsini, Goodrich &
Rosati, PC, at (650) 320-4626.
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Sincerely,
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Bridgepoint
Education, Inc.
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By:
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/s/
Andrew S. Clark
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Name:
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Andrew
S. Clark
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Title:
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CEO
and President
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cc:
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Jeffrey
D. Saper, Esq., Wilson Sonsini Goodrich & Rosati, PC
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Martin
J. Waters, Esq., Wilson Sonsini Goodrich & Rosati, PC
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Kris
F. Heinzelman, Esq., Cravath, Swaine & Moore LLP
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Barry
Taylor, Warburg Pincus, LLC
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