CORRESP 1 filename1.htm

 

August 2, 2021

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Nicholas Lamparski, Esq.

Re: Driven Brands Holdings Inc.
  Registration Statement on Form S-1
  File No. 333-258361
   
  Acceleration Request
  Requested Date: August 4, 2021
  Requested Time: 4:00 p.m., Eastern Standard Time

 

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, hereby join Driven Brands Holdings Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-258361) (the “Registration Statement”) to become effective on August 4, 2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We advise that we have complied and will continue to comply, and that we have been informed by the participating underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

 

[Signature Page Follows]

   

 

  Very truly yours,  
       
  MORGAN STANLEY & CO. LLC  
       
       
  By: /s/ Akanksha Agarwal  
    Name:  Akanksha Agarwal  
    Title:    Executive Director  
       
       
  BOFA SECURITIES, INC.  
       
  By: /s/ Roger C. Matthews, Sr.  
    Name:  Roger C. Matthews, Sr.  
    Title:    Managing Director  
       
       
  GOLDMAN SACHS & CO. LLC  
       
  By: /s/ Lindsay Drucker Mann  
    Name:  Lindsay Drucker Mann  
    Title:    Managing Director  
       
       
  J.P. MORGAN SECURITIES LLC  
       
  By: /s/ Jaclyn Berkley  
    Name:  Jaclyn Berkley  
    Title:    Executive Director  

 

 

 

 

[Signature Page to Acceleration Request]

 

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