Simpson Thacher & Bartlett llp
2475 Hanover Street
Palo Alto, CA 94304
telephone: +1-650-251-5000
facsimile: +1-650-251-5002
Direct Dial Number +1-650-251-5110 |
E-mail Address wbrentani@stblaw.com |
| via edgar | November 15, 2021 |
| Re: | Acceleration Request for Certara, Inc. Registration Statement on Form S-1 (File No. 333-261082) |
Securities and Exchange Commission
Division of Corporation Finance
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, Certara, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:30 p.m., Eastern Time, on November 17, 2021, or as soon as possible thereafter.
Call me at (650) 251-5110 with any questions.
| Very truly yours, | |
| /s/ William B. Brentani | |
| William B. Brentani |
| New York | BEIJING | HONG KONG | Houston | LONDON | Los Angeles | SÃO PAULO | TOKYO | Washington, D.C. |
November 15, 2021
VIA EDGAR
Re: Certara, Inc.
Registration Statement on Form S-1
File No. 333-261082
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Certara, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Eastern Time, on November 17, 2021, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.
If you require any additional information with respect to this letter, please contact William Brentani (650-251-5110) of Simpson Thacher & Bartlett LLP.
[Signature Page Follows]
| Very truly yours, | |||
| CERTARA, INC. | |||
| By: | /s/ Richard M. Traynor | ||
| Name: | Richard M. Traynor | ||
| Title: | Senior Vice President and General Counsel | ||
[Signature Page to Acceleration Request]
November 15, 2021
VIA EDGAR
| Re: | Acceleration Request for Certara, Inc. |
| Registration Statement on Form S-1 (File No. 333-261082) |
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the proposed public offering of Certara, Inc.’s common stock, we wish to advise you that we hereby join Certara, Inc.’s request that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:30 p.m., Eastern time, on November 17, 2021, or as soon as possible thereafter.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities, as many copies of the proposed form preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the 48-hour requirement of Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | |
| JEFFERIES LLC | |
| MORGAN STANLEY & CO. LLC | |
| As the representatives of the several underwriters |
| JEFFERIES LLC |
| By: | /s/ Michael Gerardi | ||
| Name: | Michael Gerardi | ||
| Title: | Managing Director | ||
| MORGAN STANLEY & CO. LLC |
| By: | /s/ Kalli Dircks | ||
| Name: | Kalli Dircks | ||
| Title: | Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]