March 15, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Scott Anderegg
| Re: | Paya Holdings Inc. |
Registration Statement on Form S-1
Filed March 15, 2021
Dear Mr. Jones:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Paya Holdings Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on March 17, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 1000 copies of the Preliminary Prospectus dated March 15, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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[Signature Page Follows]
| Very truly yours, | |
| MORGAN STANLEY & CO. LLC | |
| CREDIT SUISSE SECURITIES (USA) LLC | |
| Acting severally on behalf of themselves and the several | |
| Underwriters |
| By: MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Michael Occi | |
| Name: Michael Occi Title: Managing Director | ||
| By: CREDIT SUISSE SECURITIES (USA) LLC | ||
| /s/ John Koltz | ||
| Name: John Koltz | ||
| Title: Managing Director | ||
