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United States securities and exchange commission logo
May 9, 2024
Matthew R. A. Heiman
Chief Legal & Administrative Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re: Waystar Holding
Corp.
Amendment No. 5 to
Registration Statement on Form S-1
Filed April 29,
2024
File No. 333-275004
Dear Matthew R. A. Heiman:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe the comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Amendment No. 5 to Form S-1 filed April 29, 2024
Management's discussion and analysis of financial condition and results
of operations
Key performance metrics and non-GAAP financial measures, page 68
1. Please provide more
detail regarding the $10.4 million of costs incurred during the three
months ended March 31,
2024 related to amended debt agreements and tell us why you
believe they are not a
normal, recurring, cash operating expense. Refer to the Division's
Non-GAAP Financial
Measures Compliance and Disclosure Interpretations, Question
100.01. We note in your
disclosure on page F-48 that in connection with the February
2024 First Lien
Refinancing, you recorded $10.3 million in third party fees.
Matthew R. A. Heiman
FirstName LastNameMatthew R. A. Heiman
Waystar Holding Corp.
Comapany
May 9, 2024NameWaystar Holding Corp.
May 9,
Page 2 2024 Page 2
FirstName LastName
Please contact Inessa Kessman at 202-551-3371 or Robert Littlepage at
202-551-3361 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kathleen Krebs at 202-551-3350 or Matthew Derby at 202-551-3334 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: William Brentani, Esq.