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SEC Company Response from PF2 SpinCo, Inc. (CIK 0001790930) — Feb 25, 2020

PF2 SpinCo, Inc. (CIK 0001790930)
Date: Feb. 25, 2020 · CIK: 0001790930 · Accession: 0001193125-20-048381

AI Filing Summary & Sentiment

File numbers found in text: 333-236236

Date
February 25, 2020
Author
By
Form
CORRESP
Company
PF2 SpinCo, Inc. (CIK 0001790930)

Letter

Company Acceleration Request

PF2 SpinCo, Inc.

6555 State Hwy 161

Irving, TX

February 25, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Brittany Ebbertt

Mr. Craig Wilson

Mr. Matthew Crispino

Ms. Jan Woo

Re: PF2 SpinCo, Inc.

Registration Statement on Form S-4/S-1

File No. 333-236236

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, PF2 SpinCo, Inc. (“SpinCo”) hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 4:15 P.M., Eastern Time, on Friday, February 28, 2020, or as soon as practicable thereafter.

SpinCo hereby authorizes Alan F. Denenberg of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration. Please contact Mr. Denenberg at (650) 752-2004 with any questions you may have concerning this request, and please notify Mr. Denenberg when this request for acceleration has been granted.

[Signature Page Follows]

Sincerely,
PF2 SpinCo, Inc.

Show Raw Text
CORRESP
1
filename1.htm

Company Acceleration Request

 PF2 SpinCo, Inc.

6555 State Hwy 161

 Irving, TX
75039

 February 25, 2020

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
 Ms. Brittany Ebbertt

 Mr. Craig Wilson

 Mr. Matthew Crispino

 Ms. Jan Woo

Re:
 PF2 SpinCo, Inc.

 Registration Statement on Form
S-4/S-1

 File No. 333-236236

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, PF2 SpinCo, Inc.
(“SpinCo”) hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 4:15 P.M., Eastern Time, on Friday, February 28, 2020, or as soon as practicable
thereafter.

 SpinCo hereby authorizes Alan F. Denenberg of Davis Polk & Wardwell LLP to orally modify or withdraw
this request for acceleration. Please contact Mr. Denenberg at (650) 752-2004 with any questions you may have concerning this request, and please notify Mr. Denenberg when this request for
acceleration has been granted.

 [Signature Page Follows]

 Sincerely,

 PF2 SpinCo, Inc.

 By:

 /s/ Britt J. Vitalone

 Britt J. Vitalone

 Chief Executive Officer and Director

cc:
 Davis Polk & Wardwell LLP

 Alan F. Denenberg

 McKesson Corporation

 Lori A. Schechter, Executive Vice President, Chief Legal Officer & General Counsel

 PF2 SpinCo, Inc.

 Brian S. Tyler, Director

 Paul A. Smith, President and Secretary

 Sundeep Reddy, Vice President, Treasurer and Director

 2