SEC Correspondence

0001193125-13-166903.txt : 20130523 0001193125-13-166903.hdr.sgml : 20130523 20130423142230 ACCESSION NUMBER: 0001193125-13-166903 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VWR International, LLC CENTRAL INDEX KEY: 0001300446 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 911319190 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1310 GOSHEN PARKWAY STREET 2: P.O. BOX 2656 CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 610-431-1700 MAIL ADDRESS: STREET 1: 1310 GOSHEN PARKWAY STREET 2: P.O. BOX 2656 CITY: WEST CHESTER STATE: PA ZIP: 19380 FORMER COMPANY: FORMER CONFORMED NAME: VWR International, Inc. DATE OF NAME CHANGE: 20040812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VWR Funding, Inc. CENTRAL INDEX KEY: 0001319764 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 562445503 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 100 MATSONFORD ROAD STREET 2: P.O. BOX 6660 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 610-386-1700 MAIL ADDRESS: STREET 1: 100 MATSONFORD ROAD STREET 2: P.O. BOX 6660 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: CDRV Investors, Inc. DATE OF NAME CHANGE: 20050303 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VWR, Inc. CENTRAL INDEX KEY: 0001412230 IRS NUMBER: 510397263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1310 GOSHEN PARKWAY STREET 2: P.O. BOX 2656 CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: (610) 431-1700 MAIL ADDRESS: STREET 1: 1310 GOSHEN PARKWAY STREET 2: P.O. BOX 2656 CITY: WEST CHESTER STATE: PA ZIP: 19380 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VWR Management Services, LLC CENTRAL INDEX KEY: 0001412231 IRS NUMBER: 593830720 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1310 GOSHEN PARKWAY STREET 2: P.O. BOX 2656 CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: (610) 431-1700 MAIL ADDRESS: STREET 1: 1310 GOSHEN PARKWAY STREET 2: P.O. BOX 2656 CITY: WEST CHESTER STATE: PA ZIP: 19380 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anachemia Chemicals, LLC CENTRAL INDEX KEY: 0001572230 IRS NUMBER: 800745252 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3 LINCOLN BOULEVARD CITY: ROUSES POINT STATE: NY ZIP: 12979 BUSINESS PHONE: 518-297-4444 MAIL ADDRESS: STREET 1: 3 LINCOLN BOULEVARD CITY: ROUSES POINT STATE: NY ZIP: 12979 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMRESCO, LLC CENTRAL INDEX KEY: 0001572261 IRS NUMBER: 341194130 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 6681 COCHRAN ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 440-349-1199 MAIL ADDRESS: STREET 1: 6681 COCHRAN ROAD CITY: SOLON STATE: OH ZIP: 44139 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Anachemia Mining, LLC CENTRAL INDEX KEY: 0001572266 IRS NUMBER: 900745339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 738 SPICE ISLAND DRIVE CITY: SPARKS STATE: NV ZIP: 89431 BUSINESS PHONE: 775-331-2300 MAIL ADDRESS: STREET 1: 738 SPICE ISLAND DRIVE CITY: SPARKS STATE: NV ZIP: 89431 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sovereign Scientific, LLC CENTRAL INDEX KEY: 0001572283 IRS NUMBER: 650058692 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2020 NE 153RD STREET, SUITE 102 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33162 BUSINESS PHONE: 800-642-6450 MAIL ADDRESS: STREET 1: 2020 NE 153RD STREET, SUITE 102 CITY: NORTH MIAMI BEACH STATE: FL ZIP: 33162 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BioExpress, LLC CENTRAL INDEX KEY: 0001572295 IRS NUMBER: 870418368 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 420 N. KAYS DRIVE CITY: KAYSVILLE STATE: UT ZIP: 84037 BUSINESS PHONE: 801-547-5047 MAIL ADDRESS: STREET 1: 420 N. KAYS DRIVE CITY: KAYSVILLE STATE: UT ZIP: 84037 CORRESP 1 filename1.htm SEC Correspondence

VWR FUNDING, INC.

100 Matsonford Road

P.O. Box 6660

Radnor, Pennsylvania 19087-8660

April 23, 2013

Via EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attn:

John Reynolds

Assistant Director

Re:

VWR Funding, Inc.

Registration Statement on Form S-4

File No. 333-187731

Ladies and Gentlemen:

Reference is made to the Registration Statement of VWR Funding, Inc. (the “Issuer”), Anachemia Chemicals, LLC, Anachemia Mining, LLC, AMRESCO, LLC, BioExpress, LLC, Sovereign Scientific, LLC, VWR, Inc., VWR International, LLC and VWR Management Services, LLC (collectively with the Issuer, the “Registrants”) on Form S-4 (File No. 333-187731), as amended (the “Registration Statement”), registering the offer to exchange up to $750,000,000 aggregate principal amount of 7.25% Senior Notes due 2017 (together with the guarantees thereof, the “Exchange Notes”) for a like aggregate principal amount of 7.25% Senior Notes due 2017 (together with the guarantees thereof, the “Outstanding Notes”) of the Issuer.

Please be advised that the Registrants are registering the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in: Exxon Capital Holdings Corporation (available May 13, 1988); Morgan Stanley & Co. Incorporated (available June 5, 1991); and Shearman & Sterling (available July 2, 1993). In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the exchange offer and, to the best of the Registrants’ information and belief, each person participating in the exchange offer will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer. In this regard, the Registrants will make each person participating in the exchange offer aware, by means of the exchange offer prospectus and the related letter of transmittal, that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer, such person (i) can not rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The

Securities and Exchange Commission

April 23, 2013

Page 2

Registrants acknowledge that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

The Registrants represent that with respect to any broker-dealer that participates in the exchange offer with respect to Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act which may be the prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer). In addition, the Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision, in substantially the form set forth below:

if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer.

If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Dennis M. Myers, P.C. of Kirkland & Ellis LLP, special counsel to the Registrants, at (312) 862-2000.


Sincerely,

VWR Funding, Inc.

By:		/s/ James M. Kalinovich
Name:		James M. Kalinovich
Title:		Vice President and Treasurer

Securities and Exchange Commission

April 23, 2013

Page 3


Anachemia Chemicals, LLC Anachemia Mining, LLC AMRESCO, LLC BioExpress, LLC Sovereign Scientific, LLC VWR, Inc. VWR International, LLC

By:		/s/ James M. Kalinovich
Name:		James M. Kalinovich
Title:		Vice President and Treasurer

VWR Management Services, LLC

By:		VWR International, LLC
Its:		Sole Member

By:		/s/ James M. Kalinovich
Name:		James M. Kalinovich
Title:		Vice President and Treasurer

cc:	Dennis M. Myers, P.C.

Kirkland & Ellis LLP