July 20, 2020
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: | Montrose Environmental Group, Inc. |
Registration Statement on Form S-1
File No. 333-239542
Acceleration Request |
Requested Date: July 22, 2020 |
Requested Time: 4:00 p.m., Eastern Time |
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the Securities Act), we, the representatives of the underwriters (the Representatives), wish to advise you that between July 14, 2020 and July 19, 2020, approximately 3,200 copies of the Preliminary Prospectus of Montrose Environmental Group, Inc., a Delaware corporation (the Registrant), dated July 14, 2020 were distributed by the underwriters to underwriters, dealers, institutional investors and others.
We, the undersigned Representatives, have and will, and we have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Eastern Time on July 22, 2020, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
Very truly yours, | ||
BofA Securities, Inc. William Blair & Company, L.L.C. | ||
As representatives of the several underwriters listed in Schedule A to the Underwriting Agreement | ||
BOFA SECURITIES, INC. | ||
By: | /s/ AnnaMaria Freeman | |
Name: AnnaMaria Freeman | ||
Title: Director | ||
WILLIAM BLAIR & COMPANY, L.L.C. | ||
By: | /s/ Steve Maletzky | |
Name: Steve Maletzky | ||
Title: Managing Director |
cc:
Vijay Manthripragada
Nasym Afsari
Allan Dicks
Montrose Environmental Group, Inc.
Peter W. Wardle
Gibson, Dunn & Crutcher LLP
Rezwan D. Pavri
Michael E. Coke
Katherine H. Ku
Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Underwriter Acceleration Request]