Waystar Holding Corp S-1, filed Feb 18, 2025

Waystar Holding Corp. (WAY)

S-1 2025-02-18

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Added on October 18, 2026

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☐
				Emerging growth company ☒

	Page
Industry and Market Data		i
Trademarks, Service Marks, Tradenames, and Copyrights		ii
Basis of Presentation		ii
Non-GAAP Financial Measures		iii
Summary		1
Risk Factors		15
Forward-Looking Statements		23
Use of Proceeds		26
Dividend Policy		27
Capitalization		28
Principal and Selling Stockholders		29
Description of Capital Stock		32
Shares Eligible for Future Sale		41
Certain United States Federal Income Tax Consequences to Non-U.S. Holders		43
Underwriting		46
Legal Matters		54
Experts		55
Where You Can Find More Information		56
Incorporation by Reference		56

	Year ended December 31,
	2024			2023
	($ in thousands, except per share data)
Consolidated Statements of Operations Data:
Revenue		$	943,549		$	791,010
Operating expenses
Cost of revenue (exclusive of depreciation and amortization expenses)			315,730			249,767
Sales and marketing			156,935			124,437
General and administrative			111,753			62,924
Research and development			48,775			35,332
Depreciation and amortization			186,631			176,467
Total operating expenses			819,824			648,927
Income from operations			123,725			142,083
Other expense
Interest expense			(141,762)			(198,309)
Related party interest expense			(4,508)			(7,608)
Loss before income taxes			(22,545)			(63,834)
Income tax benefit			(3,420)			(12,500)
Net loss		$	(19,125)		$	(51,334)
Per Share Data:
Net loss per share:
Basic		$	(0.13)		$	(0.42)
Diluted		$	(0.13)		$	(0.42)
Weighted-average shares outstanding:
Basic			149,915,839			121,675,430
Diluted			149,915,839			121,675,430
Cash Flow Data:
Net cash provided by (used in):
Operating activities		$	169,768		$	51,460
Investing activities			(27,268)			(61,517)
Financing activities			16,654			(17,151)
Other Financial and Operating Data:
Adjusted EBITDA(1)(2)		$	383,496		$	333,715
Non-GAAP net income/(loss)(1)(3)		$	169,611		$	86,577
Non-GAAP net income/(loss) per share (diluted)(1)(3)		$	1.09		$	0.68
Net loss margin			(2.0)%			(6.5)%
Adjusted EBITDA margin(1)(2)			40.6%			42.2%
Balance Sheet Data:
Cash and cash equivalents		$	182,133		$	35,580
Total assets			4,577,004			4,582,974
Total liabilities			1,497,218			2,533,042
Total stockholders’ equity			3,079,786			2,049,932

	Year ended December 31,
	2024			2023
	($ in thousands)
Net loss		$	(19,125)		$	(51,334)
Interest expense, net			146,270			205,917
Income tax benefit			(3,420)			(12,500)
Depreciation and amortization			186,631			176,467
Stock-based compensation expense			54,437			8,848
Acquisition and integration costs			859			3,947
Costs related to amended debt agreements			14,138			393
IPO related costs			2,140			1,977
Other(a)			1,566			—
Adjusted EBITDA		$	383,496		$	333,715
Revenue		$	943,549		$	791,010
Net loss margin			(2.0)%			(6.5)%
Adjusted EBITDA margin			40.6%			42.2%

	Year ended December 31,
	2024			2023
	($ in thousands, except per share data)
Net loss		$	(19,125)		$	(51,334)
Stock-based compensation expense			54,437			8,848
Acquisition and integration costs			859			3,947
Costs related to amended debt agreements			14,138			393
IPO related costs			2,140			1,977
Other(a)			19,445			—
Intangible amortization			147,887			159,406
Tax effect of adjustments			(50,170)			(36,660)
Non-GAAP net income/(loss)		$	169,611		$	86,577
Non-GAAP net income/(loss) per share:
Basic		$	1.13		$	0.71
Diluted		$	1.09		$	0.68
Weighted-average shares outstanding:
Basic			149,915,839			121,675,430
Diluted			155,677,094			126,888,989

	As of December 31, 2024
	($ in thousands, except par value)
Cash and cash equivalents		$	182,133
Debt:
Revolving Credit Facility(1)			—
First Lien Credit Facility(1)			1,163,545
Receivables Facility(1)			80,000
Total debt			1,243,545
Stockholders’ equity:
Common Stock, $0.01 par value per share, 2,500,000,000 shares authorized; 172,108,240 shares issued and outstanding			1,722
Additional paid-in capital			3,298,083
Accumulated other comprehensive income (loss)			881
Accumulated deficit			(220,900)
Total stockholders’ equity			3,079,786
Total capitalization			4,323,331

					Shares beneficially owned after the offering
	Shares of our common stock beneficially owned prior to the offering				Excluding exercise of the underwriters’ option to purchase additional shares						Including exercise of the underwriters’ option to purchase additional shares
Name of Beneficial Owner	Shares		%		Shares Offered Hereby		Shares		%		Shares Offered Hereby		Shares		%
Greater than 5% Stockholders
EQT(1)		48,658,517		28.3%		7,693,155		40,965,362		23.8%		8,847,128		39,811,389		23.1%
CPPIB(2)		37,209,454		21.6%		5,883,001		31,326,453		18.2%		6,765,451		30,444,003		17.7%
Bain(3)		27,980,417		16.3%		4,423,844		23,556,573		13.7%		5,087,421		22,892,996		13.3%
Named Executive Officers and Directors
Matthew J. Hawkins(4)		3,745,655		2.1%		—		3,745,655		2.1%		—		3,745,655		2.1%
Eric L. (Ric) Sinclair III(5)		536,677		*		—		536,677		*		—		536,677		*
Christopher L. Schremser(6)		536,677		*		—		536,677		*		—		536,677		*
John Driscoll(7)		296,548		*		—		296,548		*		—		296,548		*
Samuel Blaichman(8)		—		—		—		—		—		—		—		—
Robert A. DeMichiei(9)		103,117		*		—		103,117		*		—		103,117		*

Name	Number of Shares
J.P. Morgan Securities LLC
Goldman Sachs & Co. LLC
Barclays Capital Inc.
Total		18,000,000

SEC registration fee	$	130,316
FINRA filing fee		128,178
Printing fees and expenses		10,000
Legal fees and expenses		650,000
Accounting fees and expenses		300,000
Blue Sky fees and expenses (including legal fees)		35,000
Transfer agent and registrar fees and expenses		15,000
Miscellaneous		131,506
Total	$	1,400,000

Exhibit number		Description
	1.1	Form of Underwriting Agreement.
	3.1	Amended and Restated Certificate of Incorporation of Waystar Holding Corp. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on June 10, 2024).
	3.2	Amended and Restated Bylaws of Waystar Holding Corp. (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on June 10, 2024).
	5.1	Opinion of Simpson Thacher & Bartlett LLP.
	10.1	Stockholders Agreement among Waystar Holding Corp. and the other parties named therein, dated as of June 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2024).
	10.2	Amended and Restated Registration Rights Agreement by and among Waystar Holding Corp. and the other parties named therein, dated as of June 10, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2024).
	10.3	First Lien Credit Agreement, dated as of October 22, 2019, among Derby Merger Sub, Inc., BNVC Group Holdings, Inc., Waystar Technologies, Inc. (f/k/a Navicure, Inc.), Derby Parent, Inc., BNVC Holdings, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC, as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.3 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.4	First Amendment, dated as of December 2, 2019, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent and Issuing Bank, Barclays Bank PLC, as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.4 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.5	Second Amendment, dated as of September 23, 2020, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC, as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.5 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.6	Third Amendment, dated as of March 24, 2021, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC, as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.6 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).

Exhibit number		Description
	10.7	Fourth Amendment, dated as of August 24, 2021, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC, as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.7 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.8	Fifth Amendment, dated as of June 1, 2023, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC, as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.8 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.9	Sixth Amendment, dated as of June 23, 2023, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC, as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.9 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.10	Seventh Amendment, dated as of October 6, 2023, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.10 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.11	Eighth Amendment, dated as of February 9, 2024, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.11 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.12	Ninth Amendment, dated as of June 27, 2024, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 27, 2024).

Exhibit number		Description
	10.13	Tenth Amendment, dated as of December 30, 2024, to the First Lien Credit Agreement, among BNVC Holdings, Inc. (as successor to Derby Parent, Inc.), Waystar Technologies, Inc. (f/k/a Navicure, Inc.) (as successor to Derby Merger Sub, Inc. and BNVC Group Holdings, Inc.), JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, Barclays Bank PLC as Issuing Bank, Deutsche Bank AG New York Branch, as Issuing Bank, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 30, 2024).
	10.14	Receivables Financing Agreement, dated as of August 12, 2021, by and among Waystar RC LLC, PNC Bank, National Association, as Administrative Agent, Waystar Technologies, Inc., as initial Servicer, and PNC Capital Markets LLC, as Structuring Agent (incorporated by reference to Exhibit 10.12 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.15†	Amendment No. 1, dated as of October 31, 2023, to Receivables Financing Agreement, among Waystar RC LLC, PNC Bank, National Association, as Administrative Agent, Waystar Technologies, Inc., as initial Servicer, and PNC Capital Markets LLC, as Structuring Agent (incorporated by reference to Exhibit 10.13 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.16†	Form of Indemnification Agreement between Waystar Holding Corp. and directors and executive officers of Waystar Holding Corp. (incorporated by reference to Exhibit 10.14 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.17†	Derby TopCo, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.15 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.18†	Form of Option Agreement under the Derby TopCo, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.19†	Form of Substitute Option Agreement under the Derby TopCo, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.20†	Waystar Holding Corp. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on June 10, 2024).
	10.21†	Form of Director Restricted Stock Unit Agreement under the Waystar Holding Corp. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.22†	Form of Employee Restricted Stock Unit Agreement under the Waystar Holding Corp. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.23†	Form of Option Agreement under the Waystar Holding Corp. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.21 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).

Exhibit number		Description
	10.24†	Form of Notice of Amendment to Outstanding Options Granted under the Derby TopCo, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.22 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.25†	Waystar Holding Corp. 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on June 10, 2024).
	10.26†	Form of Amendment to Outstanding Options Granted under the DerbyTopCo, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2024).
	10.27†	Waystar Holding Corp. Non-Employee Director Annual Compensation Policy (incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2025).
	10.28†	Waystar Holding Corp. Non-Employee Director Deferral Plan (incorporated by reference to Exhibit 10.28 to the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2025).
	10.29†	Employment Agreement, dated as of November 2, 2023, between Waystar Holding Corp. and Matthew J. Hawkins (incorporated by reference to Exhibit 10.24 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	10.30†	Employment Agreement, dated as of May 24, 2024, between Waystar Holding Corp. and Eric L. (Ric) Sinclair III. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2024).
	10.31†	Employment Agreement, dated as of May 24, 2024, between Waystar Holding Corp. and Christopher L. Schremser (incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2025).
	21.1	Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Amendment No. 7 to the Company’s Registration Statement on Form S-1 (File No. 333-275004) filed with the SEC on May 28, 2024).
	23.1	Consent of KPMG LLP.
	23.2	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1).
	24.1	Power of Attorney (included on signature pages to this Registration Statement).
	107	Filing Fee Table.

	Signatures			Title
	/s/ Matthew J. Hawkins Matthew J. Hawkins			Chief Executive Officer and Director (principal executive officer)
	/s/ Steven M. Oreskovich Steven M. Oreskovich			Chief Financial Officer (principal financial officer and principal accounting officer)
	/s/ Samuel Blaichman Samuel Blaichman			Director
	/s/ Robert DeMichiei Robert DeMichiei			Director
	/s/ John Driscoll John Driscoll			Director
	/s/ Priscilla Hung Priscilla Hung			Director

	Signatures			Title
	/s/ Eric C. Liu Eric C. Liu			Director
	/s/ Heidi G. Miller Heidi G. Miller			Director
	/s/ Paul Moskowitz Paul Moskowitz			Director
	/s/ Vivian E. Riefberg Vivian E. Riefberg			Director
	/s/ Ethan Waxman Ethan Waxman			Director

	Very truly yours,

	WAYSTAR HOLDING CORP.


	By:
		Name:
		Title:

	SELLING STOCKHOLDERS:

	DERBY LUXCO S.À R.L.


	By:
		Name:
		Title:


	By:
		Name:
		Title:

	CPP INVESTMENT BOARD PRIVATE HOLDINGS (4) INC.


	By:
		Name:
		Title:


	By:
		Name:
		Title:

	BCPE DERBY INVESTOR, LP


	By: BCPE Derby GP, LLC
	Its: General Partner

	By: Bain Capital Fund XI, L.P.
	Its: Member

	By: Bain Capital Partners XI, L.P.
	Its: General Partner

	By: Bain Capital Investors, LLC
	Its: General Partner

	By:
		Name:
		Title:


	BCPE DERBY (DE) SPV, LP


	By: BCPE Derby (DE) SPV (GP), LLC
	Its: General Partner

	By: Bain Capital Fund XI, L.P.
	Its: Member

	By: Bain Capital Partners XI, L.P.
	Its: General Partner

	By: Bain Capital Investors, LLC
	Its: General Partner


	By:
		Name:
		Title:

Accepted: As of the date first written above


J.P. MORGAN SECURITIES LLC

For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

By:
	Authorized Signatory

GOLDMAN SACHS & CO. LLC

For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

By:
	Authorized Signatory

BARCLAYS CAPITAL INC.

For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

By:
	Authorized Signatory

Underwriter			Number of Shares
J.P. Morgan Securities LLC			[ · ]
Goldman Sachs & Co. LLC			[ · ]
Barclays Capital Inc.			[ · ]
Total			[ · ]

Selling Stockholder	Number of Underwritten Shares	Number of Option Shares
Derby LuxCo S.à.r.l (the “EQT Stockholder”)	[ · ]	[ · ]
CPP Investment Board Private Holdings (4) Inc. (the “CPPIB Stockholder”)	[ · ]	[ · ]
BCPE Derby Investor, LP	[ · ]	[ · ]
BCPE Derby (DE) SPV, LP (together with BCPE Derby Investor, LP., the “Bain Stockholders”)	[ · ]	[ · ]
Total	[ · ]	[ · ]

Simpson Thacher & Bartlett llp

2475 hanover street palo alto, ca 94304
telephone: +1-650-251-5000 facsimile: +1-650-251-5002
Direct Dial Number		E-mail Address

	Very truly yours,

	/s/ Simpson Thacher & Bartlett LLP

	SIMPSON THACHER & BARTLETT LLP