SKADDEN, ARPS, SLATE, MEAGHER & FLOM (UK) LLP
40 BANK STREET | ||||
CANARY WHARF LONDON E14 5DS ___________
(020) 7519-7000 Fax: (020) 7519-7070 www.skadden.com
May 20, 2013 |
AFFILIATE OFFICES ___________
BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON ___________
BEIJING BRUSSELS FRANKFURT HONG KONG MOSCOW MUNICH PARIS SINGAPORE SYDNEY TOKYO TORONTO VIENNA |
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
U.S.A.
Attention: Mr. John Reynolds
RE: | CEDC Finance Corporation International, Inc. | |
Amendment No. 1 to Application for Qualification on Form T-3 | ||
Filed March 11, 2013 | ||
File No. 022-28987; and | ||
Application for Qualification on Form T-3 | ||
Filed February 25, 2013 | ||
File No. 022-28988 |
Dear Mr. Reynolds:
On behalf of Central European Distribution Corporation (the Company or CEDC), we are writing in reference to your letter to Mr. Grant Winterton, Chief Executive Officer of the Company, dated March 19, 2013 (the Comment Letter), with respect to the above referenced filings of the Company. On behalf of the Company, we responded to the Staffs comments in the Comment Letter by letter dated May 9, 2013 (the May 9 Letter). In the May 9 Letter, with respect to the Staffs second comment, we responded that the Company would file an
amendment to reflect the revised deal terms.1 Accordingly, the Company is filing herewith Amendment No. 2 to the Form T-3 to Application for Qualification on Form T-3 (File No. 022-28987) to reflect revised deal terms.2
As discussed with Mr. Jay Williamson of the Staff on May 17, 2013, the issuer and each of the guarantors under the New Senior Secured Notes Indenture, the New Convertible Notes Indenture and the Supplemental Indenture (each as defined in the May 9 Letter) intend to submit a request for acceleration of effectiveness of the above referenced applications on Form T-3 on or about May 21, 2013.
Please send a copy of any additional correspondence to the undersigned at 40 Bank Street, Canary Wharf, London E14 5DS, United Kingdom, facsimile +44 20 7519 7070. If you would like to discuss any aspect of the Companys response, please call me on +44 207 519 7183, or, in my absence, Scott Simpson on +44 20 7519 7040.
Sincerely, | ||
By: | /s/ James A. McDonald | |
James A. McDonald |
cc: | Securities and Exchange Commission | |
Jay Williamson | ||
Central European Distribution Corporation | ||
Grant Winterton | ||
Ryan Lee | ||
Brian Morrissey | ||
Skadden, Arps, Slate, Meagher & Flom (UK) LLP | ||
Scott Simpson |
1 | In the Comment Letter, the Staffs second comment stated Please ensure that your Form T-3s are updated to reflect revised deal terms, as applicable. In this respect your Form T-3 with file number 022-28988 does not appear to reflect the terms of the current offer. |
2 | The deal terms of the Supplemental Indenture (as defined in the May 9 Letter) have not been revised since the filing of the Application for Qualification on Form T-3 (File No. 022-28988). Thus, no amendment to the Application for Qualification on Form T-3 (File No. 022-28988) has been filed. |