Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Jefferies LLC
520 Madison Avenue
New York, NY 10179
April 30, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Cara Wirth |
Erin Jaskot
Aamira Chaudhry
Theresa Brillant
Re: | The Honest Company, Inc. |
Registration Statement on Form S-1 Registration File No. 333-255150
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations 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 The Honest Company, Inc. (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 Time, on Tuesday, May 4, 2021 or as soon thereafter as practicable, or at such later time as the Companys outside counsel, Cooley 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 there have been, or there will be, distributed to each underwriter or dealer who is reasonably anticipated to participate in the distribution of the securities as many copies of the preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as the Representatives, each confirm on behalf of ourselves and the other participating underwriters that we have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.
[Signature page immediately follows]
By: | MORGAN STANLEY & CO. LLC | |||
By: | /s/ Jacqueline Murphy | |||
Name: | Jacqueline Murphy | |||
Title: | Vice President | |||
By: | J.P. MORGAN SECURITIES LLC | |||
By: | /s/ Jaclyn Berkley | |||
Name: | Jaclyn Berkley | |||
Title: | Executive Director | |||
By: | JEFFERIES LLC | |||
By: | /s/ Michael Bauer | |||
Name: | Michael Bauer | |||
Title: | Managing Director |