Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
March 29, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Compass, Inc. |
Registration Statement on Form S-1 (File No. 333-253744) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, as the representatives of the several underwriters (the “Representatives”), hereby join in the request of Compass, Inc. a Delaware corporation (the “Company”), that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on March 31, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Securities Act, we advise you that as of the date hereof, we and the several underwriters have distributed approximately 2,032 copies of the Company’s Preliminary Prospectus dated March 23, 2021 to prospective underwriters, institutional investors, dealers and others.
We, the undersigned Representatives, hereby represent that we are in compliance and will comply, and have been informed by the other participating underwriters that they are in compliance and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the offering pursuant to the above-referenced Registration Statement and Preliminary Prospectus.
[Signature Page Follows]
Very truly yours, | ||||
Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC, | ||||
As Representatives of the several Underwriters
GOLDMAN SACHS & CO. LLC | ||||
By: | /s/ William D. Connolly III | |||
Name: William D. Connolly III | ||||
Title: Managing Director | ||||
MORGAN STANLEY & CO. LLC | ||||
By: | /s/ Jeff Hoffmeister | |||
Name: Jeff Hoffmeister | ||||
Title: Managing Director |
[Signature Page to Underwriters’ Acceleration Request Letter]