September 7, 2021
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. 333-259367
| Acceleration Request | ||||
| Requested Date: | September 9, 2021 | |||
| Requested Time: | 4:00 p.m., Eastern Standard Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters, hereby join McAfee Corp. (the “Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-259367) (the “Registration Statement”) to become effective on September 9, 2021, at 4:00 PM, Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.
Pursuant to Rule 460 under the Act, please be advised 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, as representative 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, to the extent applicable.
[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/ Rizvan Dhalla | |||
| Name: | Rizvan Dhalla | |||
| Title: | Managing Director | |||
| GOLDMAN SACHS & CO. LLC | ||||
| By: | /s/ William D. Connolly III | |||
| Name: | William D. Connolly III | |||
| Title: | Managing Director | |||
cc:
Peter Leav
Sayed Darwish
McAfee Corp.
Thomas Holden
Benjamin Kozik
Ropes & Gray LLP
Katharine Martin
Andrew Hill
Andrew Gillman
Wilson Sonsini Goodrich & Rosati, P.C.
[Signature Page to Underwriter Acceleration Request]
