SEC Company Response from Vasta Platform Ltd (CIK 0001792829) — Jul 29, 2020
Vasta Platform Ltd (CIK 0001792829)
Date: July 29, 2020 · CIK: 0001792829 · Accession: 0001193125-20-202252
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File numbers found in text: 333-239686
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CORRESP 1 filename1.htm CORRESP July 29, 2020 VIA EDGAR Office of Financial Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Attn: Scott Anderegg, Staff Attorney Erin Jaskot, Legal Branch Chief Re: Vasta Platform Limited Registration statement on Form F-1, as amended (File No. 333-239686) Ladies and Gentlemen: Pursuant to 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 Vasta Platform Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-239686) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 pm, Eastern Time, on July 30, 2020, or as soon as practicable thereafter. We hereby authorize Grenfel S. Calheiros of Simpson Thacher & Bartlett LLP, counsel to the several underwriters, to modify or withdraw this letter orally. Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, anticipate that approximately 4650 copies of the preliminary prospectus have been or will be sent to underwriters, dealers, institutions, investors and others. In connection with the distribution of the preliminary prospectus for the above referenced issue, the underwriters have confirmed that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, Goldman Sachs & Co. LLC BofA Securities, Inc. Morgan Stanley & Co. LLC Itau BBA USA Securities, Inc. As representatives of the several underwriters [Signature Pages Follow] Goldman Sachs & Co. LLC As a Representative of the Several Underwriters By: /s/ Facundo Vazquez Name: Facundo Vazquez Title: Managing Director BofA Securities, Inc. As a Representative of the Several Underwriters By: /s/ Bruno Saraiva Name: Bruno Saraiva Title: Authorized Signatory Morgan Stanley & Co. LLC As a Representative of the Several Underwriters By: /s/ Lúlica B. Rocha Name: Lúlica B. Rocha Title: Vice President Itau BBA USA Securities, Inc. As a Representative of the Several Underwriters By: /s/ Roderick Sinclair Greenlees Name: Roderick Sinclair Greenlees Title: Managing Director By: /s/ Ubiratan dos Santos Machado Name: Ubiratan dos Santos Machado Title: Managing Director