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
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File numbers found in text: 333-259360
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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]