VIA EDGAR
September 20, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Pamela Long
| Re: | Sterling Check Corp. |
Registration Statement on Form S-1
File No. 333-259113
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters, hereby join Sterling Check Corp. (the “Company”) in requesting that the Securities and Exchange Commission accelerate the effective date of the Registration Statement on Form S-1 (File No. 333-259113) (the “Registration Statement”) so that the Registration Statement may become effective at 4:00 p.m. Eastern Time, on September 22, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 and Rule 418(a)(7) under the Act:
| i. | Date of preliminary prospectus: September 13, 2021 |
| ii. | Dates of distribution: September 13, 2021 through the date hereof |
| iii. | Number of preliminary prospectuses distributed to underwriters, dealers, institutions and others: approximately 2,223 |
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours,
As Representatives of the several Underwriters
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Rebecca Steinthal | |
| Name: Rebecca Steinthal | ||
| Title: Managing Director | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Alex Smigelski | |
| Name: Alex Smigelski | ||
| Title: Vice President | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Akanksha Agarwal | |
| Name: Akanksha Agarwal | ||
| Title: Executive Director | ||
[Signature Page to Acceleration Request by Underwriters]
