September 20, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lisa Etheredge
Robert Littlepage
Matthew Crispino
Jan Woo
Re: EngageSmart, LLC
Registration Statement on Form S-1
File No. 333-259101
Acceleration Request
Requested Date: September 22, 2021
Requested Time: 4:00 p.m., Eastern 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 approximately 4,706 copies of the Preliminary Prospectus of EngageSmart, LLC, a Delaware limited liability corporation (the “Registrant”), dated September 13, 2021 through the date hereof, were distributed to prospective underwriters/dealers, institutional and other 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 Time on September 22, 2021, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
* * * *
| Sincerely, | ||
| J.P. MORGAN SECURITIES LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| As representatives of the several underwriters listed in Schedule 1 to the Underwriting Agreement | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Alaoui Zenere | |
| Name: Alaoui Zenere | ||
| Title: Executive Director | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Rebecca Steinthal | |
| Name: Rebecca Steinthal | ||
| Title: Managing Director | ||
| cc: | Charles Kallenbach, EngageSmart, LLC |
Ran D. Ben-Tzur, Fenwick & West LLP
James D. Evans, Fenwick & West LLP
Jennifer J. Hitchcock, Fenwick & West LLP
Michael M. Shaw, Fenwick & West LLP
Ian D. Schuman, Latham & Watkins LLP
Stelios G. Saffos, Latham & Watkins LLP
Brittany D. Ruiz, Latham & Watkins LLP
