Correspondence 0001193125-25-060867 from StandardAero, Inc. (SARO)
StandardAero, Inc.
Date: March 24, 2025 · CIK: 0002025410 · Accession: 0001193125-25-060867
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286039
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
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March 24, 2025
Chicago
Riyadh
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Düsseldorf
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Frankfurt
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Via EDGAR
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Houston
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Securities and Exchange Commission
London
Tokyo
Division of Corporation Finance
Los Angeles
Washington, D.C.
100 F Street, N.E.
Madrid
Washington, D.C. 20549
Attention: Bradley Ecker
Re: StandardAero, Inc.
Registration Statement on Form S-1 Filed March 24, 2025 (File No. 333-286039)
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. 333-286039) be accelerated to 5:00 p.m. Washington D.C. time on March 25, 2025, 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 March 24, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: StandardAero, Inc. Registration Statement on Form S-1 Filed March 24, 2025 (File No. 333-286039) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”) of StandardAero, Inc. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on March 25, 2025, 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 or, in his absence, Christopher Bezeg of Latham & Watkins LLP at (202) 637-1019 and that such effectiveness also be confirmed in writing.
Very truly yours,
/s/ Daniel Satterfield
Name: Daniel Satterfield
Title: Chief Financial Officer cc: Patrick H. Shannon, Latham & Watkins LLP Jason M. Licht, Latham & Watkins LLP Christopher M. Bezeg, Latham & Watkins LLP
March 24, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: StandardAero, Inc. Registration Statement on Form S-1 Filed March 24, 2025 (File No. 333-286039) 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 StandardAero, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 5:00 p.m., Eastern Time, on March 25, 2025, or as soon as practicable thereafter, or at such later time as the Company or its outside counsel, Latham & Watkins LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus to prospective underwriters, dealers, institutional investors, and others prior to the requested effective time of the Registration Statement. 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 Pages Follow ]
Very truly yours,
J.P. MORGAN SECURITIES LLC
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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 March 24, 2025 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Via EDGAR Hong Kong Singapore Houston Tel Aviv Securities and Exchange Commission London Tokyo Division of Corporation Finance Los Angeles Washington, D.C. 100 F Street, N.E. Madrid Washington, D.C. 20549 Attention: Bradley Ecker Re: StandardAero, Inc. Registration Statement on Form S-1 Filed March 24, 2025 (File No. 333-286039) 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. 333-286039) be accelerated to 5:00 p.m. Washington D.C. time on March 25, 2025, 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 March 24, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: StandardAero, Inc. Registration Statement on Form S-1 Filed March 24, 2025 (File No. 333-286039) Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration by the Securities and Exchange Commission of the effective date of the above-referenced Registration Statement on Form S-1 (the “ Registration Statement ”) of StandardAero, Inc. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Washington, D.C. time, on March 25, 2025, 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 or, in his absence, Christopher Bezeg of Latham & Watkins LLP at (202) 637-1019 and that such effectiveness also be confirmed in writing. Very truly yours, /s/ Daniel Satterfield Name: Daniel Satterfield Title: Chief Financial Officer cc: Patrick H. Shannon, Latham & Watkins LLP Jason M. Licht, Latham & Watkins LLP Christopher M. Bezeg, Latham & Watkins LLP March 24, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: StandardAero, Inc. Registration Statement on Form S-1 Filed March 24, 2025 (File No. 333-286039) 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 StandardAero, Inc. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 5:00 p.m., Eastern Time, on March 25, 2025, or as soon as practicable thereafter, or at such later time as the Company or its outside counsel, Latham & Watkins LLP, may request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, will take reasonable steps to secure adequate distribution of the preliminary prospectus to prospective underwriters, dealers, institutional investors, and others prior to the requested effective time of the Registration Statement. 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 Pages Follow ] Very truly yours, J.P. MORGAN SECURITIES LLC MORGAN STANLEY & CO. LLC As the 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/ Usman S. Khan Name: Usman S. Khan Title: Managing Director