Phibro Animal Health Corporation
300 Frank W. Burr Boulevard, Suite 21
Burlington, New Jersey 08016
April 8, 2014
| VIA EDGAR and HAND DELIVERY |
|
Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Attention: Ann Nguyen Parker
|
| Re: | Phibro Animal Health Corporation Registration Statement on Form S-1 Filed March 10, 2014 File No. 333-194467 |
Ladies and Gentlemen:
Phibro Animal Health Corporation (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1, File No. 333-194467, as amended, to 2:00 p.m., Eastern Time, on Thursday, April 10, 2014, or as soon thereafter as practicable.
The Company hereby acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In connection with the foregoing request for acceleration of effectiveness, the Company hereby further acknowledges that:
| · | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact Christopher Kitchen of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4988, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.
Sincerely,
|
| /s/ Thomas G. Dagger |
| Thomas G. Dagger |
| Senior Vice President, General Counsel and Corporate Secretary |
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
One Bryant Park
New York, New York 10036
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
April 8, 2014
| Re: | Phibro Animal Health Corporation Registration Statement on Form S-1 Registration File No. 333-194467 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Sir/Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several underwriters, wish to advise you that we have distributed approximately 3,270 copies of the Preliminary Prospectus issued March 31, 2014 through the date hereof to underwriters, dealers, institutions and others.
We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of Phibro Animal Health Corporation for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 2:00 p.m. Eastern Standard Time on April 10, 2014, or as soon thereafter as practicable.
[Signature Page Follows]
| Very truly yours, | |||
| MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED | |||
| MORGAN STANLEY & CO. LLC | |||
| Acting severally on behalf of themselves and the several Underwriters | |||
| Merrill Lynch, Pierce, Fenner &
Smith Incorporated | |||
| By: | /s/ SUMIT KHEDEKAR | ||
| Name: | Sumit Khedekar | ||
| Title: | Managing Director | ||
| Morgan Stanley & Co. LLC | |||
| By: | /s/ JON ZIMMERMAN | ||
| Name: | Jon Zimmerman | ||
| Title: | Vice President | ||
[Signature Page to Underwriters’ Acceleration Letter]