September 20, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Pamela Long
Sterling Check Corp.
Registration Statement on Form S-1
File No. 333-259113
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters, hereby join Sterling Check Corp. (the Company) in requesting that the Securities and Exchange Commission accelerate the effective date of the Registration Statement on Form S-1 (File No. 333-259113) (the Registration Statement) so that the Registration Statement may become effective at 4:00 p.m. Eastern Time, on September 22, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 and Rule 418(a)(7) under the Act:
Date of preliminary prospectus: September 13, 2021
Dates of distribution: September 13, 2021 through the date hereof
Number of preliminary prospectuses distributed to underwriters, dealers, institutions and others: approximately 2,223
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
As Representatives of the several Underwriters
|GOLDMAN SACHS & CO. LLC|
|Name: Rebecca Steinthal|
|Title: Managing Director|
|J.P. MORGAN SECURITIES LLC|
|Name: Alex Smigelski|
|Title: Vice President|
|MORGAN STANLEY & CO. LLC|
|Name: Akanksha Agarwal|
|Title: Executive Director|
[Signature Page to Acceleration Request by Underwriters]