Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282-2198
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
July 23, 2018
Office of Financial Services
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Attn: Ms. Erin E. Martin
Re: Focus Financial Partners Inc.
Registration Statement on Form S-1
Registration File No. 333-225166
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 Focus Financial Partners Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Washington, D.C. time, on July 25, 2018, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Vinson & Elkins L.L.P., request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated July 16, 2018:
(i) Dates of distribution: July 16, 2018 through the date hereof
(ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 12
(iii) Number of prospectuses furnished to investors: approximately 785
(iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 148
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.
| Very truly yours, | ||
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| GOLDMAN SACHS & CO. LLC AND | ||
| MERRILL LYNCH, PIERCE, FENNER | ||
| INCORPORATED | ||
| Acting severally on behalf of themselves and the several Underwriters | ||
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| By: | GOLDMAN SACHS & CO. LLC | |
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| By: | /s/ Erich Bluhm | |
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| Name: | Erich Bluhm |
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| Title: | Managing Director |
| By: | MERRILL LYNCH, PIERCE, FENNER & SMITH | |
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| INCORPORATED | |
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| By: | /s/ Michael Liloia | |
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| Name: | Michael Liloia |
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| Title: | Director |
