| Simpson Thacher & Bartlett llp | ||
2475 Hanover Street Palo Alto, CA 94304
| ||
telephone: +1-650-251-5000 facsimile: +1-650-251-5002 | ||
Direct Dial Number +1-650-251-5110 |
E-mail Address wbrentani@stblaw.com | |
| via edgar | december 8, 2020 |
| Re: | Acceleration Request for Certara, Inc. Registration Statement on Form S-1 (File No. 333-250182) |
Securities and Exchange Commission 100 F Street, N.E. Attention: Jeff Kauten
|
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Certara, Inc., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Eastern Time, on December 10, 2020, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Call me at (650) 251-5110 with any questions.
Very truly yours,
/s/ William B. Brentani
William B. Brentani
| New York | BEIJING | HONG KONG | Houston | LONDON | Los Angeles | SÃO PAULO | TOKYO | Washington, D.C. |
December 8, 2020
VIA EDGAR
Re: Certara, Inc.
Registration Statement on Form S-1
File No. 333-250182
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeff Kauten
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Certara, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on December 10, 2020, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.
If you require any additional information with respect to this letter, please contact William Brentani (650-251-5110) of Simpson Thacher & Bartlett LLP.
[Signature Page Follows]
| Very truly yours, | ||
| CERTARA, INC. | ||
| By: | /s/ Richard M. Traynor | |
| Name: Richard M. Traynor | ||
| Title: Senior Vice President and General Counsel | ||
[Signature Page to Acceleration Request]
December 8, 2020
VIA EDGAR
| Re: | Acceleration Request for Certara,
Inc. Registration Statement on Form S-1 (File No. 333-250182) |
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeff Kauten
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as representatives of the several underwriters of the proposed public offering of Certara, Inc.’s common stock, we wish to advise you that we hereby join Certara, Inc.’s request that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Eastern Time, on December 10, 2020, or as soon as possible thereafter.
Pursuant Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, have distributed approximately 2,200 copies of the preliminary prospectus, dated December 3, 2020, through the date hereof to prospective underwriters, dealers, institutional investors and others.
We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the 48-hour requirement of Rule 15c2-8(b) under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
| Very truly yours, | ||
| JEFFERIES LLC | ||
| MORGAN STANLEY & CO. LLC | ||
| As the representatives of the several underwriters | ||
| JEFFERIES LLC | ||
| By: | /s/ Mike Gerardi | |
| Name: Mike Gerardi | ||
| Title: Managing Director | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Kalli Dircks | |
| Name: Kalli Dircks | ||
| Title: Executive Director | ||
[Signature Page to Underwriters’ Acceleration Request]