Correspondence 0001193125-24-227828 from StandardAero, Inc. (SARO)
StandardAero, Inc.
Date: Sept. 27, 2024 · CIK: 0002025410 · Accession: 0001193125-24-227828
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-281992
Letter
555 Eleventh Street, N.W., Suite 1000
Washington, D.C. 20004-1304
Tel: +1.202.637.2200 Fax: +1.202.637.2201
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
Boston
New York
Brussels
Orange County
Century City
Paris
Chicago
Riyadh
September 27, 2024
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dubai
San Diego
Düsseldorf
San Francisco
Frankfurt
Seoul
Hamburg
Silicon Valley
Hong Kong
Singapore
Houston
Tel Aviv
London
Tokyo
Los Angeles
Washington, D.C.
Madrid
Attention: Erranga Dias
Asia Timmons-Pierce
Mindy Hooker
Claire Erlanger
Re: StandardAero, Inc.
Registration Statement on Form S-1 (File No. 333-281992)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, StandardAero, Inc. (the “Company”), and of the underwriters that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-281992) be accelerated to 3:00 p.m. Washington D.C. time on October 1, 2024, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effective date until we speak with you on that date.
Please direct any questions or comments regarding the foregoing to me at (202) 637-2258.
Very truly yours,
/s/ Jason M. Licht
Jason M. Licht
of LATHAM & WATKINS LLP
cc: Patrick H. Shannon, Latham & Watkins LLP
Christopher M. Bezeg, Latham & Watkins LLP
StandardAero, Inc.
6710 North Scottsdale Road, Suite 250
Scottsdale, Arizona 85253
September 27,
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Eranga Dias
Asia Timmons-Pierce
Mindy Hooker
Claire Erlanger
Division of Corporation Finance
Office of Manufacturing
Re: StandardAero, Inc.
Registration Statement on Form S-1 (File No. 333-281992)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, StandardAero, Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-281992) be accelerated by the Securities and Exchange Commission to 3:00 p.m. Washington D.C. time on October 1, 2024 or as soon as practicable thereafter.
* * * *
The Company requests that we be notified of such effectiveness by a telephone call to Jason Licht of Latham & Watkins LLP at (202) 637-2258 and that such effectiveness also be confirmed in writing.
Very truly yours,
StandardAero, Inc.
/s/ Daniel Satterfield
Name: Daniel Satterfield
Title: Chief Financial Officer
cc: (via e-mail)
Russell Ford, Chief Executive Officer, StandardAero, Inc.
Daniel Satterfield, Chief Financial Officer, StandardAero, Inc.
Patrick H. Shannon, Latham & Watkins LLP
Jason M. Licht, Latham & Watkins LLP
Christopher M. Bezeg, Latham & Watkins LLP
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
September 27, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Eranga Dias
Asia Timmons-Pierce
Mindy Hooker
Claire Erlanger
Division of Corporation Finance
Office of Manufacturing
Re: StandardAero, Inc.
Registration Statement on Form S-1,
Registration No. 333-281992
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 StandardAero, Inc. (the “Registrant”) that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on October 1, 2024, at 3:00 PM, Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its outside counsel, Latham & Watkins LLP, may orally request via telephone call to the staff of the Commission.
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 security, as many copies of the proposed form of 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 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,
J.P. Morgan Securities LLC
Show Raw Text
CORRESP 1 filename1.htm CORRESP 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh September 27, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid Attention: Erranga Dias Asia Timmons-Pierce Mindy Hooker Claire Erlanger Re: StandardAero, Inc. Registration Statement on Form S-1 (File No. 333-281992) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, StandardAero, Inc. (the “Company”), and of the underwriters that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-281992) be accelerated to 3:00 p.m. Washington D.C. time on October 1, 2024, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effective date until we speak with you on that date. Please direct any questions or comments regarding the foregoing to me at (202) 637-2258. Very truly yours, /s/ Jason M. Licht Jason M. Licht of LATHAM & WATKINS LLP cc: Patrick H. Shannon, Latham & Watkins LLP Christopher M. Bezeg, Latham & Watkins LLP StandardAero, Inc. 6710 North Scottsdale Road, Suite 250 Scottsdale, Arizona 85253 September 27, 2024 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Eranga Dias Asia Timmons-Pierce Mindy Hooker Claire Erlanger Division of Corporation Finance Office of Manufacturing Re: StandardAero, Inc. Registration Statement on Form S-1 (File No. 333-281992) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, StandardAero, Inc. (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form S-1 (File No. 333-281992) be accelerated by the Securities and Exchange Commission to 3:00 p.m. Washington D.C. time on October 1, 2024 or as soon as practicable thereafter. * * * * The Company requests that we be notified of such effectiveness by a telephone call to Jason Licht of Latham & Watkins LLP at (202) 637-2258 and that such effectiveness also be confirmed in writing. Very truly yours, StandardAero, Inc. /s/ Daniel Satterfield Name: Daniel Satterfield Title: Chief Financial Officer cc: (via e-mail) Russell Ford, Chief Executive Officer, StandardAero, Inc. Daniel Satterfield, Chief Financial Officer, StandardAero, Inc. Patrick H. Shannon, Latham & Watkins LLP Jason M. Licht, Latham & Watkins LLP Christopher M. Bezeg, Latham & Watkins LLP J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 September 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Eranga Dias Asia Timmons-Pierce Mindy Hooker Claire Erlanger Division of Corporation Finance Office of Manufacturing Re: StandardAero, Inc. Registration Statement on Form S-1, Registration No. 333-281992 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 StandardAero, Inc. (the “Registrant”) that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-1 to become effective on October 1, 2024, at 3:00 PM, Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its outside counsel, Latham & Watkins LLP, may orally request via telephone call to the staff of the Commission. 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 security, as many copies of the proposed form of 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 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, J.P. Morgan Securities LLC Morgan Stanley & Co. LLC As representatives of the several Underwriters J.P. Morgan Securities LLC By: /s/ Manoj Vemula Name: Manoj Vemula Title: Executive Director Morgan Stanley & Co. LLC By: /s/ Daniel J.F. McCullough Name: Daniel J.F. McCullough Title: Executive Director [Signature Page to Underwriters’ Acceleration Request]