November 23 , 2020
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Re: | Montrose Environmental Group, Inc. |
Registration Statement on Form S-1
File No. 333-250865
Acceleration Request
Requested Date: November 24, 2020
Requested Time: 5:30 p.m., Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), hereby join in the request of Montrose Environmental Group, Inc., a Delaware corporation (the “Registrant”) that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 5:30 p.m. Eastern Time on November 24, 2020, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
Pursuant to Rule 460 under the Securities Act, we 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 Representatives, 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, as amended, in connection with the proposed offering.
[Signature Page Follows]
Very truly yours, | ||
BofA Securities, Inc. William Blair & Company, L.L.C. | ||
As representatives of the several underwriters listed in Schedule A to the Underwriting Agreement | ||
BOFA SECURITIES, INC. | ||
By: | /s/ Jan A. Schipper | |
Name: Jan A. Schipper | ||
Title: Managing Director | ||
WILLIAM BLAIR & COMPANY, L.L.C. | ||
By: | /s/ Steve Maletzky | |
Name: Steve Maletzky | ||
Title: Managing Director |
cc:
Vijay Manthripragada
Nasym Afsari
Allan Dicks
Montrose Environmental Group, Inc.
Peter W. Wardle
Gibson, Dunn & Crutcher LLP
Rezwan D. Pavri
Michael E. Coke
Katherine H. Ku
Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Underwriter Acceleration Request]