Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
September 18, 2020
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Matthew Derby |
Jan Woo
Kathryn Jacobson
Robert Littlepage
| Re: | GoodRx Holdings, Inc. |
Registration Statement on Form S-1, as amended (File No. 333-248465)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
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 GoodRx Holdings, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on September 22, 2020, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Latham & Watkins LLP, may request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have carried out the following distribution of the Company’s preliminary prospectus dated September 14, 2020:
| (i) | Dates of distribution: September 14, 2020 through the date hereof |
| (ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 21 |
| (iii) | Number of preliminary prospectuses furnished to investors: approximately 5,440 |
| (iv) | Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants and underwriters’ counsel: approximately 45 |
The undersigned advise that they have complied and will continue to comply, and each underwriter has advised the undersigned that it has complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, |
| MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC BARCLAYS CAPITAL INC.
Acting on behalf of themselves and the several underwriters |
| By: MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Umi Mehta | |
| Name: Umi Mehta | ||
| Title: Managing Director | ||
| By: GOLDMAN SACHS & CO. LLC |
| By: | /s/ Becky Steinthal | |
| Name: Becky Steinthal Title: Managing Director |
| By: J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Bianca Buck | |
| Name: Bianca Buck | ||
| Title: Vice President | ||
| By: BARCLAYS CAPITAL INC. | ||
| By: | /s/ Nicholas A. Apostolatos | |
| Name: Nicholas A. Apostolatos | ||
| Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]