September 15, 2017
VIA EDGAR
Re: | Despegar.com, Corp. |
Request for Acceleration Registration Statement on Form F-1
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 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Despegar.com, Corp., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on September 19, 2017, or as soon as possible thereafter.We ask, however, that the staff of the Securities and Exchange Commission not accelerate such effectiveness until we speak with you on that date.
Please do not hesitate to call me at(212) 455-2579 with any questions.
Very truly yours,
/s/ Juan Francisco Méndez
Juan Francisco Méndez
September 15, 2017
VIA EDGAR
Re: | Despegar.com, Corp. |
Registration Statement on FormF-1
FileNo. 333-219973
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Anne Nguyen Parker
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Despegar.com, Corp. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement on FormF-1 of the Company (the “Registration Statement”) be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on September 19, 2017, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act. Once the Registration Statement has been declared effective, we respectfully request that you confirm that event with our counsel, Juan Francisco Méndez at Simpson Thacher & Bartlett LLP, at(212) 455-2579.
The Company acknowledges that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; | |
• | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and | |
• | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature Page Follows]
Very truly yours, | ||||
DESPEGAR.COM, CORP. | ||||
By: | /s/ Juan Pablo Alvarado | |||
| ||||
Name: | Juan Pablo Alvarado | |||
Title: | General Counsel |
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Citigroup Global Markets, Inc.
388 Greenwich Street
New York, New York 10013
Itau BBA USA Securities, Inc.
767 5th Avenue, Suite50-13
New York, New York 10153
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
September 15, 2017
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Kristen Shifflett |
Melissa Raminpour
Julie Griffith
Anne Nguyen Parker
Re: | Despegar.com, Corp. |
Registration Statement on FormF-1 (FileNo. 333-219973)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, the representatives of the several underwriters, hereby join in the request of Despegar.com, Corp., a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), for the acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on September 19, 2017, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Simpson Thacher & Bartlett LLP, request by telephone that such Registration Statement be declared effective.
Additionally, pursuant to Rule 460 of the Act, we hereby advise you that we have distributed approximately 3,900 copies of the Preliminary Prospectus dated September 7, 2017, as amended, through the date hereof, to underwriters, dealers, institutional investors 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 Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
MORGAN STANLEY & CO. LLC CITIGROUP GLOBAL MARKETS, INC. ITAU BBA USA SECURITIES, INC. UBS SECURITIES LLC
Acting severally on behalf of themselves and the several Underwriters | ||
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Santiago Stel | |
| ||
Name: Santiago Stel | ||
Title: Vice President | ||
CITIGROUP GLOBAL MARKETS, INC. | ||
By: | /s/ Sarah Bayer | |
| ||
Name: Sarah Bayer | ||
Title: Director | ||
ITAU BBA USA SECURITIES, INC. | ||
By: | /s/ Eduardo Ferreira Guimarães | |
| ||
Name: Eduardo Ferreira Guimarães | ||
Title: Managing Director, Investment Banking Department | ||
By: | /s/ Cristiano Guimarães | |
| ||
Name: Cristiano Guimarães | ||
Title: Managing Director, Investment Banking Department | ||
UBS SECURITIES LLC | ||
By: | /s/ Karan Kapoor | |
| ||
Name: Karan Kapoor | ||
Title: Director |
[Signature Page to Underwriters’ Acceleration Request]