SEC Company Response from MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099) (MESO) — Nov 6, 2015
MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099)
Date: Nov. 6, 2015 · CIK: 0001345099 · Accession: 0001193125-15-370439
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File numbers found in text: 333-207719
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CORRESP 1 filename1.htm Company Acceleration Request November 6, 2015 VIA EDGAR Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Johnny Gharib Dan Greenspan Vanessa Robertson Lisa Vanjoske Re: Mesoblast Limited Registration Statement on Form F-1 File No. 333-207719 Acceleration Request Requested Date: November 10, 2015 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Mesoblast Limited (the “Company”) hereby requests that the above-referenced Registration Statement on Form F-l (File No. 333-207719) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Megan J. Baier at (212) 497-7736. In connection with the acceleration request, the Company hereby acknowledges that: • should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; • the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and • the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. [Signature page follows] * * * * Securities and Exchange Commission November 6, 2015 Page 2 Sincerely, Mesoblast Limited /s/ Peter T. Howard Peter T. Howard Corporate Executive and General Counsel cc: Silviu Itescu, Mesoblast Limited Jeffrey D. Saper, Wilson Sonsini Goodrich & Rosati Steven V. Bernard, Wilson Sonsini Goodrich & Rosati Megan J. Baier, Wilson Sonsini Goodrich & Rosati Thomas J. Ivey, Skadden, Arps, Slate, Meagher & Flom