CORRESP

Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

July 19, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:

Paycor HCM, Inc.

  

Registration Statement on Form S-1 (File No. 333- 255498)

  

Request for Acceleration of Effective Date

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Paycor HCM, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 PM, Eastern Time, on July 20, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that 2,188 copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, were distributed during the period from July 12, 2021 through the date hereof, to prospective underwriters, institutions, dealers and others.

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.


Very truly yours,

Acting severally on behalf of themselves and the

several underwriters

  GOLDMAN SACHS & CO. LLC
By:   /s/ William Connolly
  Name:   William Connolly
  Title:   Managing Director
  J.P. MORGAN SECURITIES LLC
By:   /s/ Ilana Foni
  Name:   Ilana Foni
  Title:   Vice President