SEC Division of Corporation Finance no-action letter: Barclays PLC, Barclays Bank PLC, and Barclays Capital Inc.

SULLIVAN & CROMWELL LLP A LIMITED LIABILITY PARTNERSHIP rJne JVew ~~Lcww TELEPHONE: +44 (0)20·7959·8900 FACSIMILE: +44 (0)20·7959·8950 WWW.SULLCROM.COM $€/J.s;( 1sa; @~ FRANKFURT • PARIS LOS ANGELES • NEW YORK • PALO ALTO • WASHINGTON, D.C. BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY May 20,2015 BY ELECTRONIC MAIL AND FEDERAL EXPRESS Sebastian Gomez Abero, Esq. Chief, Office of Small Business Policy Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: In the Matter of Barclays PLC, Barclays Bank PLC and Barclays Capital Inc. Dear Mr. Gomez Abero:
This letter is submitted on behalf of our client, Barclays PLC ("Barclays PLC"), Barclays Bank PLC ("Barclays Bank") and Barclays Capital Inc. ("BCI" and, together with Barclays PLC and Barclays Bank, "Barclays") and its affiliates. Barclays hereby requests, pursuant to Rule 506(d)(2)(ii) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), a waiver of any disqualification from relying on the exemption provided by Rule 506 of Regulation D ("Rule 506") that may be applicable as a result ofthe entry by:

1. the U.S. Commodity Futures Trading Commission (the "CFTC") of an order
   against Barclays Bank (the "CFTC FX Order") on May 20, 2015, in connection with the actions of certain Barclays employees in the foreign currency exchange ("FX") spot market (the "FX Spot Market"); and
2. the CFTC of an order against Barclays PLC, Barclays Bank and BCI (the
   "CFTC ISDAFIX Order") on May 20, 2015, in connection with the actions of certain Barclays employees in respect of submissions to the interest rate benchmark, the U.S. Dollar International Swaps and Derivatives Association Fix ("USD ISDAFIX") and transactions related thereto. Sullivan & Cromwell LLP carries on business in England and Wales through Sullivan & Cromwell MNP LLP, a registered lim~ed liability partnership established under the laws of the State of New York.