Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Evercore Group L.L.C.
55 East 52nd Street
New York, New York 10055
June 25, 2021
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Integral Ad Science Holding Corp. |
Registration Statement on Form S-1
Registration File No. 333-256770
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, the representatives of the several underwriters (the Representatives), hereby join in the request of Integral Ad Science Holding LLC (f/k/a Kavacha Topco, LLC) (the Company) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 4:00 PM, Eastern Daylight Time, on June 29, 2021 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, may orally request via telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as the Representatives, wish to advise you that approximately 4,073 copies of the Preliminary Prospectus, dated June 21, 2021 and included in the above-referenced Registration Statement, as amended, were distributed during the period from June 21, 2021 through the date hereof, to prospective underwriters, institutions, dealers and others.
We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating underwriters that we will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.
Very truly yours, | ||
MORGAN STANLEY & CO. LLC JEFFRIES LLC BARCLAYS CAPITAL INC. EVERCORE GROUP L.L.C. | ||
By: | MORGAN STANLEY & CO. LLC | |
By: | /s/ Brandon Daye | |
Name: Brandon Daye | ||
Title: | ||
By: | JEFFERIES LLC | |
By: | /s/ C. Cullom Davis | |
Name: C. Cullom Davis | ||
Title: | ||
By: | BARCLAYS CAPITAL INC. | |
By: | /s/ Geoffrey Feldkamp | |
Name: Geoffrey Feldkamp | ||
Title: | ||
By: | EVERCORE GROUP L.L.C. | |
By: | /s/ John Scuorzo | |
Name: John Scuorzo | ||
Title: |