May 3, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Parsons Corporation Registration Statement on FormS-1 (FileNo. 333-230833) |
Ladies and Gentlemen:
As representatives of the underwriters of the proposed public offering of common stock of Parsons Corporation (the “Company”) and pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:00 p.m., Eastern Time, on May 7, 2019, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 29, 2019, through the date hereof:
Preliminary Prospectus dated April 29, 2019:
2,020 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned has, and each participating underwriter has advised the undersigned that it has, complied and will continue to comply with Rule15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.
[Signature page follows.]
| Very truly yours, | ||
| GOLDMAN, SACHS & CO. LLC | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
| MORGAN STANLEY & CO. LLC | ||
| As Representatives of the several Underwriters | ||
| By: | GOLDMAN, SACHS & CO. LLC | |
| By: | /s/ Kristen Grippi | |
| Name: | Kristen Grippi | |
| Title: | Managing Director | |
