0001104659-15-026929.txt : 20150605 0001104659-15-026929.hdr.sgml : 20150605 20150410095135 ACCESSION NUMBER: 0001104659-15-026929 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grifols SA CENTRAL INDEX KEY: 0001438569 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1585 BROADWAY STREET 2: SUITE 2376 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-969-3335 MAIL ADDRESS: STREET 1: 1585 BROADWAY STREET 2: SUITE 2376 CITY: NEW YORK STATE: NY ZIP: 10036 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grifols Therapeutics, Inc. CENTRAL INDEX KEY: 0001486778 IRS NUMBER: 342032472 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4101 RESEARCH COMMONS STREET 2: 79 T.W. ALEXANDER DRIVE CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 BUSINESS PHONE: 919-316-6300 MAIL ADDRESS: STREET 1: 4101 RESEARCH COMMONS STREET 2: 79 T.W. ALEXANDER DRIVE CITY: RESEARCH TRIANGLE PARK STATE: NC ZIP: 27709 FORMER COMPANY: FORMER CONFORMED NAME: Talecris Biotherapeutics, Inc. DATE OF NAME CHANGE: 20100310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grifols Biologicals Inc. CENTRAL INDEX KEY: 0001532265 IRS NUMBER: 134253630 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 5555 VALLEY BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90032 BUSINESS PHONE: 323-225-2221 MAIL ADDRESS: STREET 1: 5555 VALLEY BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90032 FORMER COMPANY: FORMER CONFORMED NAME: Grifols Biologics Inc. DATE OF NAME CHANGE: 20111007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grifols Worldwide Operations Ltd CENTRAL INDEX KEY: 0001637839 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: EMBASSY HOUSE, HERBERT PARK LANE STREET 2: BALLSBRIDGE CITY: DUBLIN 4 STATE: L2 ZIP: 00000 BUSINESS PHONE: 35316672860 MAIL ADDRESS: STREET 1: EMBASSY HOUSE, HERBERT PARK LANE STREET 2: BALLSBRIDGE CITY: DUBLIN 4 STATE: L2 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grifols Diagnostic Solutions Inc. CENTRAL INDEX KEY: 0001637912 IRS NUMBER: 464067650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4560 HORTON STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5109234000 MAIL ADDRESS: STREET 1: 4560 HORTON STREET CITY: EMERYVILLE STATE: CA ZIP: 94608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Instituto Grifols, S.A. CENTRAL INDEX KEY: 0001637949 IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: POLLGONO LEVANTE, CALLE CAN GUASCH STREET 2: S/N 08150, PARETS DEL VALLE CITY: BARCELONA STATE: U3 ZIP: 00000 BUSINESS PHONE: 34935710200 MAIL ADDRESS: STREET 1: POLLGONO LEVANTE, CALLE CAN GUASCH STREET 2: S/N 08150, PARETS DEL VALLE CITY: BARCELONA STATE: U3 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grifols Worldwide Operations USA, Inc. CENTRAL INDEX KEY: 0001638017 IRS NUMBER: 464899056 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 13111 TEMPLE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91746 BUSINESS PHONE: 6264352600 MAIL ADDRESS: STREET 1: 13111 TEMPLE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91746 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Biomat USA Inc. CENTRAL INDEX KEY: 0001532266 IRS NUMBER: 954343492 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2410 LILLYVALE AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90032 BUSINESS PHONE: 323-225-2221 MAIL ADDRESS: STREET 1: 2410 LILLYVALE AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90032 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Grifols Shared Services North America Inc. CENTRAL INDEX KEY: 0001532264 IRS NUMBER: 202533768 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2410 LILLYVALE AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90032 BUSINESS PHONE: 323-225-2221 MAIL ADDRESS: STREET 1: 2410 LILLYVALE AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90032 FORMER COMPANY: FORMER CONFORMED NAME: GRIFOLS SHARED SERVICES NORTH AMERICA INC. DATE OF NAME CHANGE: 20150303 FORMER COMPANY: FORMER CONFORMED NAME: Grifols Inc. DATE OF NAME CHANGE: 20111007 CORRESP 1 filename1.htm

 

GRIFOLS, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Vallès 08174
Barcelona, Spain

 

April 10, 2015

 

VIA ELECTRONIC TRANSMISSION

 

Jeffrey P. Riedler
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-1004

 

Re:

Grifols, S.A.

 

Registration Statement on Form F-4

 

Filed April 1, 2015

 

File No. 333-203164

 

Ladies and Gentlemen:

 

Grifols, S.A., Grifols Worldwide Operations Limited and the other guarantors named therein (the “Registrants”) are registering Grifols Worldwide Operations Limited’s exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form F-4 (File No. 333-203164) in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993). The Registrants represent as follows:

 

1. The Registrants have not entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer (collectively, the “New Securities”) and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer (i) has no arrangement or understanding with any person to participate in the distribution of the New Securities, (ii) is neither an “affiliate” of any of the Registrants within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), nor a broker-dealer acquiring the New Securities in exchange for securities acquired directly from the Registrants for its own account and (iii) is acquiring the New Securities in the ordinary course its of business.

 

2. The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Securities (a) could not rely on the staff position enunciated in no-action letters issued to unrelated third parties (such as Exxon Capital Holdings Corporation (available April 13, 1988) and similar letters) and (b) 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 Registrants acknowledge that such a secondary resale transaction 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.

 


 

3. The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds existing securities acquired for its own account as a result of market-making activities or other trading activities, and who receives New Securities in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling (available July 2, 1993)) in connection with any resale of such New Securities, and (ii) by executing the letter of transmittal, any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act.

 

4. 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: if the exchange offeree is a broker-dealer holding existing securities acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Securities received in respect of such existing securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

5. None of the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer to distribute the New Securities.

 

 

 

Very truly yours,

 

 

 

/s/ David I. Bell

 

David I. Bell

 

Authorized Representative in the
United States for Grifols, S.A.

 

 

cc:                 Tara Keating Brooks

Daniel Greenspan
Julie Allen