SEC Company Response from Capri Holdings Ltd (CPRI) (CIK 0001530721) (CPRI) — Dec 9, 2011
Capri Holdings Ltd (CPRI) (CIK 0001530721)
Date: Dec. 9, 2011 · CIK: 0001530721 · Accession: 0001193125-11-336789
AI Filing Summary & Sentiment
File numbers found in text: 001-35368, 333-178282
Letter
VIA EDGAR Division of Corporate Finance Securities and Exchange Commission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549
Dear Sir/Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, wish to advise you that 8580 copies of the Preliminary Prospectus dated December 2, 2011, were distributed during the period December 2, 2011 through 5:00 p.m., Eastern Standard Time, December 8, 2011, to prospective underwriters, institutions, dealers and others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of Michael Kors Holdings Limited for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern Standard Time on December 13, 2011, or as soon thereafter as practicable.
Very truly yours,
MORGAN STANLEY & CO. LLC
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CORRESP
1
filename1.htm
Acceleration Request
Michael Kors Holdings Limited
c/o Michael Kors Limited
Unit 1001, 10/F, Miramar Tower
132 Nathan Road
Tsim Sha Tsui, Hong Kong
December 9, 2011
VIA EDGAR
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Michael Kors Holdings Limited
Registration Statement on Form F-1 (File No. 333-178282)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of
the above-captioned Registration Statement on Form F-1 (the “Form F-1”) of Michael Kors Holdings Limited (the “Company”) be accelerated to December 13, 2011 at 3:00 p.m. Eastern Standard Time or as soon
thereafter as may be practicable.
The Company hereby further requests that the effective date of its
Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended (Registration No. 001-35368) (the “Form 8-A,” and together with the Form F-1, the “Registration Statements”) also be
accelerated to the same time as the Form F-1.
The Company hereby acknowledges that:
•
should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the Registration Statements;
•
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 Statements; 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.
We understand that the Staff
will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statements. If you have any questions
regarding the foregoing, please contact the undersigned at (212) 201-8224 or John C. Kennedy at Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3025.
Very truly yours,
By:
/s/ Lee S. Sporn
Name:
Lee S. Sporn
Title:
Senior Vice President of Business Affairs and General Counsel
MORGAN STANLEY & CO. LLC
J.P. MORGAN SECURITIES LLC
GOLDMAN, SACHS & CO.
As Representatives of the several Underwriters
c/o Morgan Stanley & Co. LLC
1585
Broadway
New York, New York 10036
J.P. Morgan Securities LLC
383 Madison Avenue,
4th Floor
New York, New York 10179
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
December 9, 2011
Re:
Michael Kors Holdings Limited
Registration Statement on Form F-1
Registration File No.
333-178282
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Dear Sir/Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933 (the
“Act”), we, as representatives of the several Underwriters, wish to advise you that 8580 copies of the Preliminary Prospectus dated December 2, 2011, were distributed during the period December 2, 2011 through 5:00 p.m.,
Eastern Standard Time, December 8, 2011, to prospective underwriters, institutions, dealers and others.
We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under
the Securities Exchange Act of 1934.
In accordance with Rule 461 of the Act, we hereby join in the request of
Michael Kors Holdings Limited for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:00 p.m. Eastern Standard Time on December 13, 2011, or as soon thereafter as practicable.
Very truly yours,
MORGAN STANLEY & CO. LLC
J.P. MORGAN SECURITIES LLC
GOLDMAN, SACHS & CO.
Acting severally on behalf of
themselves and the several
Underwriters
By:
Morgan Stanley & Co. LLC
By:
/s/ Kathy Bergsteinsson
Name: Kathy Bergsteinsson
Title: Vice President
By:
J.P. Morgan Securities LLC
By:
/s/ Nikolas Johnston
Name: Nikolas Johnston
Title: Executive Director
By:
Goldman, Sachs & Co.
By:
/s/ Goldman Sachs
(Goldman, Sachs & Co.)