October 19, 2020
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3720
| Attention: | Brittany Ebbertt Kathleen Collins Edwin Kim Larry Spirgel |
| Re: | Datto Holding Corp. |
Registration Statement on Form S-1 (File No. 333-249122)
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between October 14, 2020 and the date hereof, approximately 3,905 copies of the Preliminary Prospectus dated October 14, 2020 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.
We wish to advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:00 p.m. Washington, D.C. time, on Tuesday, October 20, 2020 or as soon thereafter as practicable, or at such other time thereafter as the Company or its counsel, Kirkland & Ellis LLP request by telephone that such Registration Statement be declared effective.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. LLC
BOFA SECURITIES, INC.
As representative of the Underwriters listed in
Schedule 1 of the Underwriting Agreement
| By: | Morgan Stanley & Co. LLC | |
| By: | /s/ Genevieve Kinney | |
| Name: | Genevieve Kinney | |
| Title: | Vice President | |
| By: | BofA Securities, Inc. | |
| By: | /s/ Magdalena Heinrich | |
| Name: | Magdalena Heinrich | |
| Title: | Managing Director | |
Signature Page to Datto Holding Corp. Acceleration Request
