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CONFIDENTIAL
September 25, 2013 |
FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA | |
VIA HAND AND BY EDGAR
Jay Ingram
Legal Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, D.C. 20549
RE: SHFL entertainment, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed August 23, 2013
File No. 000-20820 (the Preliminary Proxy Statement)
Dear Mr. Ingram:
Following up on our conversations with Kamyar Daneshvar on September 24, 2013 and September 25, 2013, and as a supplement to our response letter delivered to the SEC on September 23, 2013 (the Response Letter), we hereby provide an acknowledgement on behalf of our client, SHFL entertainment, Inc., a Minnesota corporation (the Company), to the Staff of the Office of Mergers & Acquisitions, Division of Corporation Finance (the Staff) of the Securities and Exchange Commission (the SEC or the Commission) that:
| the Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Jay Ingram
Securities and Exchange Commission
September 25, 2013
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Please contact the undersigned at 212-735-2438 should you require further information or have any questions.
Very truly yours, |
/s/ Howard L. Ellin |
Howard L. Ellin |
cc: | Kamyar Daneshvar, Staff Attorney, Securities and Exchange Commission |
Katie S. Lever, Esq., General Counsel, SHFL entertainment, Inc.
Richard C. Witzel, Jr., Skadden, Arps, Slate, Meagher & Flom LLP
Kyle T. Seifried, Skadden, Arps, Slate, Meagher & Flom LLP
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