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SEC Company Response from First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940) (FWRG) — Sep 28, 2021

First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940)
Date: Sept. 28, 2021 · CIK: 0001789940 · Accession: 0001193125-21-285370

AI Filing Summary & Sentiment

File numbers found in text: 333-259360

Date
September 28, 2021
Author
Director
Form
CORRESP
Company
First Watch Restaurant Group, Inc. (FWRG) (CIK 0001789940)

Letter

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.

Show Raw Text
CORRESP
1
filename1.htm

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]