0001193125-14-204597.txt : 20140626 0001193125-14-204597.hdr.sgml : 20140626 20140519151439 ACCESSION NUMBER: 0001193125-14-204597 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SunEdison Semiconductor Ltd CENTRAL INDEX KEY: 0001585854 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 463556980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 501 PEARL DRIVE CITY: ST. PETERS STATE: MO ZIP: 63376 BUSINESS PHONE: (636) 474-5000 MAIL ADDRESS: STREET 1: 501 PEARL DRIVE CITY: ST. PETERS STATE: MO ZIP: 63376 FORMER COMPANY: FORMER CONFORMED NAME: SunEdison Semiconductor Pte. Ltd. DATE OF NAME CHANGE: 20140210 FORMER COMPANY: FORMER CONFORMED NAME: SUNEDISON SEMICONDUCTOR, INC. DATE OF NAME CHANGE: 20131216 FORMER COMPANY: FORMER CONFORMED NAME: SUNEDISON SEMICONDUCTOR, LLC DATE OF NAME CHANGE: 20131211 CORRESP 1 filename1.htm CORRESP

May 19, 2014

Via EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Attention:    Tom Jones
   Mary Beth Breslin
   Gary Newberry
   Kevin Vaughn
Re:    SunEdison Semiconductor Limited
   Registration Statement on Form S-1
   Filed September 9, 2013
   File Number 333-191052

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the several underwriters (the “Representatives”), hereby join in the request of SunEdison Semiconductor Limited (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-191052) (as amended, the “Registration Statement”), relating to a public offering of shares of the Registrant’s ordinary shares, no par value, so that the Registration Statement may be declared effective on May 21, 2014, at 3:00 p.m. Eastern Daylight Time, or as soon thereafter as practicable. The undersigned, as the Representatives of the underwriters, confirm that they are aware of their obligations under the Securities Act.

In connection with the above-captioned Registration Statement, we wish to advise that between May 12, 2014 and the date hereof approximately 5,078 copies of the Preliminary Prospectus dated May 12, 2014 were distributed as follows: approximately 3,691 to institutional investors; and approximately 1,387 to prospective underwriters, prospective dealers and others.

The undersigned, as Representatives of the underwriters, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.

(Signature page follows)


Very truly yours,
Deutsche Bank Securities Inc.
By:  

/s/ Joseph P. Coleman

  Name: Joseph P. Coleman
  Title: Managing Director
By:  

/s/ Benjamin Marsh

  Name: Benjamin Marsh
  Title: Managing Director
Goldman, Sachs & Co.
By:  

/s/ Adam Greene

  Name: Adam Greene
  Title: Vice President

Signature Page to Acceleration Request Letter