CORRESP 1 filename1.htm CORRESP

BOFA SECURITIES, INC.

ONE BRYANT PARK

NEW YORK, NEW YORK 10036

  

MORGAN STANLEY & CO. LLC

1585 BROADWAY

NEW YORK, NEW YORK 10036

  

GOLDMAN SACHS & CO. LLC

200 WEST STREET,

NEW YORK, NEW YORK 10282

  

JEFFERIES LLC

520 MADISON AVENUE

NEW YORK, NEW YORK 10022

June 22, 2021

Via EDGAR Transmission

Division of Corporation Finance

United States Securities and Exchange Commission

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attn: Katherine Bagley; Lilyanna Peyser

Re:      Mister Car Wash, Inc.

Registration Statement on Form S-1

Filed June 2, 2021

Registration No. 333-256697

Dear Ms. Bagley or Ms. Peyser:

In accordance with 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 Mister Car Wash, Inc. (the “Company”) for the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on June 24, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as the Company or its outside counsel, Latham & Watkins LLP, may request via telephone call to the staff.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that approximately 2,800 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from June 17, 2021 through the date hereof, to prospective underwriters, institutions, dealers and others.

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.

Thank you for your assistance in this matter.

[Signature pages follow]


Very truly yours,
Acting severally on behalf of themselves and the several underwriters
BofA Securities, Inc.
Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC
Jefferies LLC
BofA Securities, Inc.
By:  

/s/ Ravi Mani

Name: Ravi Mani
Title:   Managing Director


Very truly yours,
Acting severally on behalf of themselves and the several underwriters

BofA Securities, Inc.

Morgan Stanley & Co. LLC

Goldman Sachs & Co. LLC

Jefferies LLC

 

Morgan Stanley & Co. LLC

By:   /s/ Josh Kamboj

Name:

  Josh Kamboj

Title:

  Vice President


Very truly yours,
Acting severally on behalf of themselves and the several underwriters
BofA Securities, Inc.
Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC
Jefferies LLC
Goldman Sachs & Co. LLC
By:   /s/ William Kallop
Name:   William Kallop
Title:   Managing Director


Very truly yours,
Acting severally on behalf of themselves and the several underwriters
BofA Securities, Inc.
Morgan Stanley & Co. LLC
Goldman Sachs & Co. LLC
Jefferies LLC
Jefferies LLC
By:   /s/ Mike Bauer

Name:

  Mike Bauer

Title:

  Managing Director