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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

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-207719

Date
November 6, 2015
Author
Mesoblast Limited
Form
CORRESP
Company
MESOBLAST LTD (MESO, MEOBF) (CIK 0001345099)

Letter

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

Sincerely,
Mesoblast Limited

Show Raw Text
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