BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Jefferies LLC
4201 Congress Street, Suite 350
Charlotte, North Carolina 28209
September 28, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Attention: Jennifer López
Re: First Watch Restaurant Group, Inc.
Registration Statement on Form S-1
File No. 333-259360
Acceleration Request
Requested Date: September 30, 2021
Requested Time: 4:00 p.m. Eastern Time
Ladies and Gentlemen:
We refer to the registration statement on Form S-1 (File No. 333-259360) (as amended, the Registration Statement) of First Watch Restaurant Group, Inc. (the Company), relating to the registration of the Companys common stock, par value $0.01 per share.
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, as representatives of the several underwriters, hereby join in the request of the Company for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 p.m., Eastern Time, on September 30, 2021, or at such later time as the Company or its outside counsel, Weil, Gotshal & Manges LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that between September 22, 2021 through the date hereof we have distributed approximately 2,805 copies of the Companys preliminary prospectus dated September 22, 2021 to prospectus 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 Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours, | ||
BOFA SECURITIES, INC. | ||
By: | /s/ Michael Liloia | |
Name: | Michael Liloia | |
Title: | Director | |
GOLDMAN SACHS & CO. LLC | ||
By: | /s/ Ryan Cunn | |
Name: | Ryan Cunn | |
Title: | Managing Director | |
JEFFERIES LLC | ||
By: | /s/ Mike Bauer | |
Name: | Mike Bauer | |
Title: | Managing Director |
[Signature Page to Underwriters Acceleration Request]