| Simpson Thacher & Bartlett LLP | ||
2475 HANOVER STREET PALO ALTO, CA 94304 | ||
TELEPHONE: +1-650-251-5000 FACSIMILE: +1-650-251-5002 | ||
Direct Dial Number (650) 251-5110 (212) 455-7862 |
E-mail Address wbrentani@stblaw.com hui.lin@stblaw.com | |
June 4, 2024
VIA EDGAR
Kathleen Krebs
Matthew Derby
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Waystar Holding Corp. |
| Acceleration Request for Waystar Holding Corp. | |
| Registration Statement on Form S-1 | |
| File No. 333-275004 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Waystar Holding Corp., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on June 6, 2024, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Please do not hesitate to contact William B. Brentani at (650) 251-5110 or Hui Lin at (212) 455-7862 with any questions.
| Very truly yours, | |
| /s/ William Brentani | |
| William Brentani | |
| /s/ Hui Lin | |
| Hui Lin |
June 4, 2024
VIA EDGAR
Kathleen Krebs
Matthew Derby
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Waystar Holding Corp. |
| Acceleration Request for Waystar Holding Corp. | |
| Registration Statement on Form S-1 | |
| File No. 333-275004 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Waystar Holding Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on June 6, 2024, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.
If you require any additional information with respect to this letter, please contact William B. Brentani at (650) 251-5110 or Hui Lin at (212) 455-7862 of Simpson Thacher & Bartlett LLP.
[Signature Page Follows]
| Very truly yours, | |||
| WAYSTAR HOLDING CORP. | |||
| By: | /s/ Matthew R. A. Heiman | ||
| Name: | Matthew R.A. Heiman | ||
| Title: | Chief Legal & Administrative Officer | ||
[Signature Page to Acceleration Request]
June 4, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Kathleen Krebs, Matthew Derby
| Re: | Acceleration Request for Waystar Holding Corp. |
| Registration Statement on Form S-1 (File No. 333-275004) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Waystar Holding Corp. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 p.m., Eastern Time, on June 6, 2024, or as soon thereafter as practicable, or at such later time as the Company or its outside counsel, Simpson Thacher & Bartlett LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus, to prospective underwriters, dealers, institutional investors and others, prior to the requested effective time of the Registration Statement.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| J.P. MORGAN SECURITIES LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| BARCLAYS CAPITAL INC. | ||
| As the representatives of the several underwriters | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Benjamin Burdett | |
| Name: Benjamin Burdett | ||
| Title: Managing Director, Head of Healthcare ECM | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Dan Parisi | |
| Name: Dan Parisi | ||
| Title: Managing Director | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Jamie Turturici | |
| Name: Jamie Turturici | ||
| Title: Head of Barclays Technology Equity Capital Markets | ||
[Signature Page to Underwriters’ Acceleration Request]