Correspondence 0001193125-24-112695 from Viking Holdings Ltd (VIK) (CIK 0001745201) (VIK)
Viking Holdings Ltd (VIK) (CIK 0001745201)
Date: April 25, 2024 · CIK: 0001745201 · Accession: 0001193125-24-112695
AI Filing Summary & Sentiment
File numbers found in text: 333-278515
Letter
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
525 UNIVERSITY AVENUE
PALO ALTO, CALIFORNIA 94301
TEL: (650) 470-4500
FAX: (650) 470-4570
www.skadden.com
April 25,
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, DC 20549-3561
Attn: Jenifer Gallagher
Karl Hiller
Timothy S. Levenberg
Karina Dorin
Re: Viking Holdings Ltd
Amendment No. 2 to Form F-1 Filed April 22, 2024
File No. 333-278515
On behalf of our client, Viking Holdings Ltd, a Bermuda exempted company (the “Company”), we hereby provide responses to oral comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on April 24, 2024 with respect to the above-referenced Registration Statement on Form F-1 filed with the Commission on April 22, 2024 (the “Registration Statement”).
Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment to the Registration Statement (the “Amendment”) in response to the Staff’s comments.
To facilitate the Staff’s review, we have reproduced the text of the Staff’s oral comments in bold and italics below.
Securities and Exchange Commission
April 25, 2024
Page 2
Oral Comments
We note the Staff’s oral comments that were conveyed on April 24, 2024 regarding filing the executed copy of Exhibit 4.2 (Form of Third Amended and Restated Investor Rights Agreement, by and among the Company, Viking Capital Limited, CPP Investment Board PMI-3 Inc. and TPG VII Valhalla Holdings, L.P.) and the deletion of an assumption in Exhibit 5.1 (Opinion of Conyers Dill & Pearman Limited regarding the validity of the ordinary shares being registered).
The Company respectfully acknowledges the Staff’s oral comments and has filed the executed copy of the Third Amended and Restated Investor Rights Agreement as Exhibit 4.2 and filed a revised copy of the Opinion of Conyers Dill & Pearman Limited as Exhibit 5.1.
* * * * *
Securities and Exchange Commission
April 25, 2024
Page 3
Please contact me at (650) 470-4540 or gregg.noel@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Gregg A. Noel
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CORRESP 1 filename1.htm CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 525 UNIVERSITY AVENUE PALO ALTO, CALIFORNIA 94301 TEL: (650) 470-4500 FAX: (650) 470-4570 www.skadden.com April 25, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, DC 20549-3561 Attn: Jenifer Gallagher Karl Hiller Timothy S. Levenberg Karina Dorin Re: Viking Holdings Ltd Amendment No. 2 to Form F-1 Filed April 22, 2024 File No. 333-278515 On behalf of our client, Viking Holdings Ltd, a Bermuda exempted company (the “Company”), we hereby provide responses to oral comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on April 24, 2024 with respect to the above-referenced Registration Statement on Form F-1 filed with the Commission on April 22, 2024 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system, an amendment to the Registration Statement (the “Amendment”) in response to the Staff’s comments. To facilitate the Staff’s review, we have reproduced the text of the Staff’s oral comments in bold and italics below. Securities and Exchange Commission April 25, 2024 Page 2 Oral Comments We note the Staff’s oral comments that were conveyed on April 24, 2024 regarding filing the executed copy of Exhibit 4.2 (Form of Third Amended and Restated Investor Rights Agreement, by and among the Company, Viking Capital Limited, CPP Investment Board PMI-3 Inc. and TPG VII Valhalla Holdings, L.P.) and the deletion of an assumption in Exhibit 5.1 (Opinion of Conyers Dill & Pearman Limited regarding the validity of the ordinary shares being registered). The Company respectfully acknowledges the Staff’s oral comments and has filed the executed copy of the Third Amended and Restated Investor Rights Agreement as Exhibit 4.2 and filed a revised copy of the Opinion of Conyers Dill & Pearman Limited as Exhibit 5.1. * * * * * Securities and Exchange Commission April 25, 2024 Page 3 Please contact me at (650) 470-4540 or gregg.noel@skadden.com if the Staff has any questions or requires additional information. Very truly yours, /s/ Gregg A. Noel cc: Torstein Hagen, Chief Executive Officer, Viking Holdings Ltd Leah Talactac, Chief Financial Officer, Viking Holdings Ltd Allison Becker, General Counsel, Viking Holdings Ltd Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP Christopher Lueking, Latham & Watkins LLP Scott Westhoff, Latham & Watkins LLP Jonathan Sarna, Latham & Watkins LLP