June 25, 2013

 

Lauren P. Nguyen, Special Counsel
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

 

Re:                             Noodles & Company (the “Registrant”)

Registration Statement on Form S-1

Registration File No. 333-188783

 

Ladies and Gentlemen:

 

In connection with the above-captioned Registration Statement, we wish to advise that between June 17, 2013 and June 27, 2013, 6,125 copies of the Preliminary Prospectus dated June 17, 2013 were distributed as follows: 465 to prospective underwriters, 3,397 to institutional investors, 5 to prospective dealers, and 2,258 to others.

 

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3 p.m. Washington, D.C. time on June 27, 2013, or as soon thereafter as practicable.

 

 

Very truly yours,

 

 

 

MORGAN STANLEY & CO. LLC

 

UBS SECURITIES LLC

 

As representatives of the

 

Prospective Underwriters

 



 

 

MORGAN STANLEY & CO. LLC

 

 

 

 

 

By:

/s/ Robert Shepardson

 

Name:

Robert Shepardson

 

Title:

Managing Director

 

 

 

 

 

UBS SECURITIES LLC

 

 

 

 

 

By:

/s/ David A. Tcholakian

 

Name:

David A. Tcholakian

 

Title:

Managing Director

 

 

 

 

 

By:

/s/ Benjamin Bernstein

 

Name:

Benjamin Bernstein

 

Title:

Associate Director

 

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