July 23, 2021
Via EDGAR Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Lisa Etheredge |
Robert Littlepage |
Edwin Kim |
Larry Spirgel |
| Re: | Powerschool Holdings, Inc. |
Registration Statement on Form S-1 |
Originally Filed April 6, 2021 |
File No. 333-255067 |
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Goldman Sachs & Co. LLC and Barclays Capital Inc., as representatives of the several underwriters, hereby join in the request of Powerschool Holdings, Inc. that the effective date of the above-captioned Registration Statement be accelerated so that the same will become effective as of 4:00 p.m., Eastern Time, on July 27, 2021, or as soon as practicable thereafter.
The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Securities Act:
| i. | Date of preliminary prospectus: July 19, 2021 |
| ii. | Dates of distribution: July 19, 2021 through the date hereof |
| iii. | Number of preliminary prospectuses distributed to prospective underwriters, institutional investors, dealers and others: approximately 2,181 |
We, the undersigned, as representatives 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.
[Signature page follows]
Very truly yours,
GOLDMAN SACHS & CO. LLC BARCLAYS CAPITAL INC.
As representatives of the several underwriters
GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ William D. Connolly III | |
| Name: William D. Connolly III | ||
| Title: Managing Director | ||
BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: Victoria Hale | ||
| Title: Authorized Signatory | ||
