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

October 12, 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. 333-260192)

  

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 October 14, 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 we will take reasonable steps to secure adequate distribution of the Preliminary Prospectus to prospective underwriters, institutions, dealers and others prior to the requested effective time of the Registration Statement.

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 D. Connolly III
Name:   William D. Connolly III
Title:   Managing Director
J.P. MORGAN SECURITIES LLC
By:   /s/ IIana Foni
Name:   IIana Foni
Title:   Vice President

[Signature Page to Underwriters’ Acceleration Request]