October 19, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | McAfee Corp. | |||
| Registration Statement on Form S-1 | ||||
| File No. 333-249101 |
| Acceleration Request | ||||
| Requested Date: | October 21, 2020 | |||
| Requested Time: | 4:00 p.m., Eastern Standard Time |
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that between October 13, 2020 and October 19, 2020 at 5:00 p.m., Eastern Standard Time, approximately 1,902 copies of the Preliminary Prospectuses of McAfee Corp., a Delaware corporation (the “Registrant”), dated October 13, 2020 and October 19, 2020 were distributed as follows by the underwriters to underwriters, dealers, institutional investors and others.
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.
In accordance with Rule 461 of the Securities Act, 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. Eastern Standard Time on October 21, 2020, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
Very truly yours,
MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC | ||
| As representatives of the several underwriters listed in Schedule II to the Underwriting Agreement | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Lauren Cummings | |
| Name: Lauren Cummings | ||
| Title: Managing Director | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Elizabeth Wood | |
| Name: Elizabeth Wood | ||
| Title: Managing Director | ||
cc:
Peter Leav
Sayed Darwish
McAfee Corp.
Thomas Holden
Ropes & Gray LLP
Katharine Martin
Andrew Hill
Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Underwriter Acceleration Request]
