CORRESP

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 Company’s 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 Company’s 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]