June 24, 2011
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Barbara C. Jacobs, Assistant Director |
Craig Wilson, Senior Assistant Chief Accountant |
Evan Jacobson, Attorney-Advisor |
Ryan Rohn, Staff Accountant |
Re: | HomeAway, Inc. |
Registration Statement on Form S-1 (File No. 333-172783) |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of HomeAway, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 p.m., Eastern Time, on June 28, 2011, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s preliminary prospectus dated on June 16, 2011:
(i) Dates of distribution: on June 16, 2011 through the date hereof
(ii) Number of preliminary prospectuses furnished to underwriters: approximately 7,487
(iii) Number of preliminary prospectuses furnished to investors: approximately 3,119
(iv) Number of preliminary prospectuses furnished to dealers: approximately 155
(v) Number of preliminary prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 53
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
Very truly yours, | ||||
MORGAN STANLEY & CO. LLC | ||||
DEUTSCHE BANK SECURITIES, INC. | ||||
GOLDMAN, SACHS & CO. | ||||
J.P. MORGAN SECURITIES LLC | ||||
Acting severally on behalf of themselves and the several underwriters | ||||
By: | MORGAN STANLEY & CO. LLC | |||
By: | /s/ Michael O’Donovan | |||
Name: | Michael O’Donovan | |||
Title: | Managing Director | |||
By: | DEUTSCHE BANK SECURITIES, INC. | |||
By: | /s/ John Reed | |||
Name: | John Reed | |||
Title: | Director | |||
By: | /s/ Mark Schwartz | |||
Name: | Mark Schwartz | |||
Title: | Managing Director | |||
By: | GOLDMAN, SACHS & CO. | |||
By: | /s/ Goldman, Sachs & Co. | |||
Goldman, Sachs & Co. | ||||
By: | J.P. MORGAN SECURITIES LLC | |||
By: | /s/ Jason Fournier | |||
Name: | Jason Fournier | |||
Title: | Executive Director |
[Signature Page to Acceleration Request by Underwriters]