SEC Comment Letter for REPUBLIC OF THE PHILIPPINES (CIK 0001030717) — Nov 17, 2020
REPUBLIC OF THE PHILIPPINES (CIK 0001030717)
Date: Nov. 17, 2020 · CIK: 0001030717 · Accession: 0000000000-20-010987
AI Filing Summary & Sentiment
File numbers found in text: 333-11554, 333-249557
Letter
November 16 , 2020 Via Email Kerwin Or ville C. Tate Deputy Counsel G eneral Philippine Consulate General 556 Fifth Avenue New York, New York 10036 -5095 Form 18 -K for Fiscal Year Ended December 31 , 2019 Filed October 30 , 2020 File No. 333-11554
Re: Republic of the Philippines Registration Statement under Schedule B Filed October 20 , 2020 File No. 333-249557
Dear M r. Tate:
We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providin g the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and t he information you provide in response to these comments, we may have additional comments.
Schedule B
General
1. We note that the registrant may designate a series of debt securities as collective action securities. In future filings, where collective action securities are offered, please provide summary disclosure in the forepart of the prospectus that briefly desc ribes the material terms of the collective action securities.
Kerwin Or ville C. Tate Republic of the Philippines November 16 , 2020 Page 2
Cover Page
Calculation of Registration Fee
2. We no te your disclosure that the fee paid in the prior registration statement has been applied to the registration fee paid in this registration statement. In addition, you disclose that this registration statement will also constitute a post -effective am endment to the prior registration statement. Please note that with any offsetting fee, the prior registration statement should be withdrawn or any offering including the unsold securities should be terminated or completed. See Compliance and Disclosure In terpretation, Securities Act Rules, 240.16. Please revise accordingly or advise us why such revision is not necessary.
Further Information, page 40
3. We note that after the registration statement was filed on October 20, 2020, the Philippines filed a Form 18 -K for year ended December 31, 2019. Please amend your registration statement to specifically incorporate by reference the latest annual report filed after your initial registration statement and prior to effectiveness. Please also include in the registration statement any materi al information related to this offering that is in filings made prior to the most recently filed Form 18 -K.
Form 18 -K for fiscal year ended December 31, 2019
Natural Disasters
Typhoons and Flooding, page D -29
4. To the extent material, please update this section to discuss the impact of recent typhoons affecting the Philippines.
We remind you that you are responsible for the accuracy and adequacy of the disclosures, notwithsta nding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Kerwin Or ville C. Tate Republic of the Philippines November 16 , 2020 Page 3
Please contact Thomas Kluck , Special Counsel, at (202) 551 -3233 or Michael Coco, Office Chief, at (202) 551 -3253 with any questions .
Sincerely,
Office of International Corporate
Finance
Show Raw Text
November 16 , 2020 Via Email Kerwin Or ville C. Tate Deputy Counsel G eneral Philippine Consulate General 556 Fifth Avenue New York, New York 10036 -5095 Re: Republic of the Philippines Registration Statement under Schedule B Filed October 20 , 2020 File No. 333-249557 Form 18 -K for Fiscal Year Ended December 31 , 2019 Filed October 30 , 2020 File No. 333-11554 Dear M r. Tate: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providin g the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and t he information you provide in response to these comments, we may have additional comments. Schedule B General 1. We note that the registrant may designate a series of debt securities as collective action securities. In future filings, where collective action securities are offered, please provide summary disclosure in the forepart of the prospectus that briefly desc ribes the material terms of the collective action securities. Kerwin Or ville C. Tate Republic of the Philippines November 16 , 2020 Page 2 Cover Page Calculation of Registration Fee 2. We no te your disclosure that the fee paid in the prior registration statement has been applied to the registration fee paid in this registration statement. In addition, you disclose that this registration statement will also constitute a post -effective am endment to the prior registration statement. Please note that with any offsetting fee, the prior registration statement should be withdrawn or any offering including the unsold securities should be terminated or completed. See Compliance and Disclosure In terpretation, Securities Act Rules, 240.16. Please revise accordingly or advise us why such revision is not necessary. Further Information, page 40 3. We note that after the registration statement was filed on October 20, 2020, the Philippines filed a Form 18 -K for year ended December 31, 2019. Please amend your registration statement to specifically incorporate by reference the latest annual report filed after your initial registration statement and prior to effectiveness. Please also include in the registration statement any materi al information related to this offering that is in filings made prior to the most recently filed Form 18 -K. Form 18 -K for fiscal year ended December 31, 2019 Natural Disasters Typhoons and Flooding, page D -29 4. To the extent material, please update this section to discuss the impact of recent typhoons affecting the Philippines. We remind you that you are responsible for the accuracy and adequacy of the disclosures, notwithsta nding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Kerwin Or ville C. Tate Republic of the Philippines November 16 , 2020 Page 3 Please contact Thomas Kluck , Special Counsel, at (202) 551 -3233 or Michael Coco, Office Chief, at (202) 551 -3253 with any questions . Sincerely, Office of International Corporate Finance cc: Christian Felton , Esq. Amit Singh , Esq. Linklaters LLP