May 2, 2019 | 355 South Grand Avenue, Suite 100 Los Angeles, California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com
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VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attention: | Mitchell Austin | |
Staff Attorney | ||
AD Office 3—Information Technologies and Services | ||
Re: Parsons Corporation Registration Statement on FormS-1/A (RegistrationNo. 333- 230833) |
Ladies and Gentlemen:
On behalf of our client, Parsons Corporation (the “Company”), we are hereby filing this letter with the Securities and Exchange Commission (the “Commission”) in response to questions posited to us by the Commission via telephone on May 2, 2019 relating to the Engagement Letter by and between the Company and Newport Trust Company (the “Engagement Letter”), filed as Exhibit 10.25 with the Company’s FormS-1/A Registration Statement (No.333-230833) on April 29, 2019 in connection with the Company’s proposed initial public offering of common stock (the “IPO”).
As a follow up to our conversation regarding the Engagement Letter, Newport Trust Company (the “ESOP Trustee”), the trustee of the Company’s Employee Stock Ownership Plan (the “ESOP”), has confirmed to the Company that it will not be receiving a fairness opinion in connection with the IPO. In addition, the ESOP will not be receiving any consideration in the IPO and the ESOP Trustee does not have approval rights over the pricing or closing of the IPO. Finally, the Company confirms that Sections 8 and 12 of the Engagement Letter do not apply to any claims under federal securities laws.
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May 2, 2019
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Please do not hesitate to contact me by telephone at (213)891-7421 or by fax at (213)891-8763 with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Steven B. Stokdyk
of LATHAM & WATKINS LLP
cc: | Charles Harrington, Parsons Corporation |
George Ball, Parsons Corporation
Michael Kolloway, Parsons Corporation
Cathy Birkeland, Latham & Watkins LLP
Stewart McDowell, Gibson, Dunn & Crutcher LLP
Peter Wardle, Gibson, Dunn & Crutcher LLP