SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
DIRECT DIAL NUMBER | E-MAIL ADDRESS | |
(212) 455-2579 | JMENDEZ@STBLAW.COM |
August 31, 2017
VIA COURIER AND EDGAR
Re: Despegar.com, Corp.
Registration Statement on FormF-1
Filed August 15, 2017
FileNo. 333-219973
Anne Nguyen Parker
Office of Transportation and Leisure
Securities and Exchange Commission
Mail Stop 3561, 100 F Street, N.E.
Washington, D.C. 20549
Dear Ms. Nguyen Parker:
On behalf of Despegar.com, Corp. (“Despegar”), we hereby transmit via EDGAR with the Securities and Exchange Commission Amendment No. 1 (“Amendment No. 1”) to the Registration Statement relating to the offering of Despegar’s ordinary shares (the “Registration Statement”). The Registration Statement has been revised in response to the Staff’s comments and to reflect certain other changes.
In addition, we hereby provide the following response to your comment letter, dated August 24, 2017, regarding the Registration Statement. To assist your review, we have retyped the text of the Staff’s comment in italics below. The response and information described below are based upon information provided to us by Despegar.
Exhibit 5.1
1. | The legal opinion appears to be rendered in connection with the proposed offering and sale by the Company of its ordinary shares, including those covered by the underwriter’s over-allotment option. Please revise the opinion to include the shares that will be offered by the selling shareholders. |
In response to the Staff’s comment, Despegar has filed a revised legal opinion of Conyers Dill & Pearman that includes the shares that will be offered by the selling shareholders, as referenced in the Staff’s comment. |
* * * * *
Securities and Exchange Commission | 2 | August 31, 2017 |
Please do not hesitate to call Juan Francisco Méndez at212-455-2579 or Kirsten A. Harmon at212-455-2416 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP
cc: | Securities and Exchange Commission |
Kristen Shifflett |
Melissa Raminpour |
Julie Griffith |
Despegar.com, Corp. |
Damián Scokin |
Michael Doyle |
Juan Pablo Alvarado |
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
Ward Breeze |
Heidi E. Mayon |
Brian C. Hutchings |