FOR EDGARIZATION
Goldman Sachs & Co. LLC
c/o Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282-2198
Morgan Stanley & Co. LLC
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Itau BBA USA Securities, Inc.
c/o Itaú BBA USA Securities, Inc.
767 Fifth Avenue
New York, New York 10153
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
September 21, 2018
VIA EDGAR
Securities and Exchange Commission
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Re: Arco Platform Limited
CIK No. 0001740594
Registration Statement on Form F-1 (File No. 333-227007)
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, as underwriters of the offering referred to above, wish to advise you that approximately 3,162 copies of the Preliminary Prospectus dated September 12, 2018 and included in the Registration Statement on Form F-1, as filed on September 12, 2018, were distributed during the period from September 12, 2018 through the date hereof to prospective underwriters, dealers, institutions and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of Arco Platform Limited 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 September 25, 2018, or as soon thereafter as practicable.
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| Very truly yours, | |
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| GOLDMAN SACHS & CO. LLC | |
| MORGAN STANLEY & CO. LLC | |
| ITAU BBA USA SECURITIES, INC. | |
| MERRILL LYNCH, PIERCE, FENNER & | |
| SMITH INCORPORATED | |
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| Acting severally on behalf of themselves and the several Underwriters | |
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| GOLDMAN SACHS & CO. LLC | |
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| By: | /s/ Adam Greene |
| Name: Adam Greene | |
| Title: Managing Director | |
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| MORGAN STANLEY & CO. LLC | |
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| By: | /s/ Taylor Wright |
| Name: Taylor Wright | |
| Title: Managing Director | |
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| ITAU BBA USA SECURITIES, INC. | |
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| By: | /s/ Cristiano Guimarães |
| Name: Cristiano Guimarães | |
| Title: Managing Director | |
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| By: | /s/ Pedro Garcia de Souza |
| Name: Pedro Garcia de Souza | |
| Title: Managing Director | |
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| MERRILL LYNCH, PIERCE, FENNER & | |
| SMITH INCORPORATED | |
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| By: | /s/ Michele A. H. Allong |
| Name: Michele A. H. Allong | |
| Title: Authorized Signatory |