Correspondence 0001193125-25-039423 from KESTRA MEDICAL TECHNOLOGIES, LTD. (KMTS) (CIK 0001877184) (KMTS)
KESTRA MEDICAL TECHNOLOGIES, LTD. (KMTS) (CIK 0001877184)
Date: Feb. 27, 2025 · CIK: 0001877184 · Accession: 0001193125-25-039423
AI Filing Summary & Sentiment
Letter
601 Lexington Avenue
New York, NY 10022
United States
Facsimile:
+1 212 446 4800
+1 212 446 4900
www.kirkland.com
February 27, 2025
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Industrial Applications and Services
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Juan Grana
Margaret Sawicki
Al Pavot
Terence O’Brien
Re:
Kestra Medical Technologies, Ltd.
Registration Statement on Form S-1
Filed on February 10, 2025
CIK No. 0001877184
Ladies and Gentlemen:
This letter sets forth the responses of Kestra Medical Technologies, Ltd. (the “Company”) to the verbal comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, provided on February 19, 2025, with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). The Company also notes that it has filed an Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) on February 26, 2025.
Registration Statement on Form S-1
Prospectus Summary
Recent Developments
Preliminary estimated selected financial results as of and for the three months ended January 31, 2025, page 8
1. Staff’s verbal comment with respect to the disclosure on page 8 of the Registration Statement.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 8 of the Amended Registration Statement in response to the Staff’s comment.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D.C.
Securities and Exchange Commission
Office of Industrial Applications and Services
February 27,
Page 2
Executive Compensation
Equity Incentive Compensation
Incentive Units, page
2. Staff’s verbal comment with respect to the disclosure on page 169 of the Registration Statement.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 175 of the Amended Registration Statement in response to the Staff’s comment.
Executive Compensation
Grants in Connection with This Offering, page 172
3. Staff’s verbal comment with respect to the disclosure on page 172 of the Registration Statement.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 178 of the Amended Registration Statement in response to the Staff’s comment.
Exhibits
4. Staff’s verbal comment with respect to Exhibits 3.1 and 3.2 of the Registration Statement.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that pursuant to the requirements of Bermuda law, no amendment to the Company’s Certificate of Incorporation and Memorandum of Association is necessary to increase the Company’s authorized share capital. Under Bermuda law, the Company’s authorized share capital may be increased by resolutions of the Company’s Board of Directors and sole shareholder, effective upon the adoption of such resolutions, without any amendment to the Company’s Certificate of Incorporation and Memorandum of Association. The Company advises the Staff that the Company’s Board of Directors and sole shareholder authorized an increase to the Company’s authorized share capital to US$100,000,000 divided into 100,000,000 common shares of par value of US$1.00 each pursuant to resolutions adopted by the Board of Directors and the sole shareholder of the Company prior to the filing of the Amended Registration Statement, which increase was effective immediately upon the adoption of such resolutions by the Company’s Board of Directors and sole shareholder.
Securities and Exchange Commission
Office of Industrial Applications and Services
February 27,
Page 3
The Company advises the Staff that it has revised the disclosure on page 186 of the Amended Registration Statement in response to the Staff’s comment.
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Sophia Hudson, P.C. of Kirkland & Ellis LLP by telephone at (212) 446-4750 or by email at sophia.hudson@kirkland.com.
Sincerely,
/s/ Sophia Hudson
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CORRESP 1 filename1.htm CORRESP 601 Lexington Avenue New York, NY 10022 United States Facsimile: +1 212 446 4800 +1 212 446 4900 www.kirkland.com February 27, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Industrial Applications and Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Juan Grana Margaret Sawicki Al Pavot Terence O’Brien Re: Kestra Medical Technologies, Ltd. Registration Statement on Form S-1 Filed on February 10, 2025 CIK No. 0001877184 Ladies and Gentlemen: This letter sets forth the responses of Kestra Medical Technologies, Ltd. (the “Company”) to the verbal comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, provided on February 19, 2025, with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). The Company also notes that it has filed an Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”) on February 26, 2025. Registration Statement on Form S-1 Prospectus Summary Recent Developments Preliminary estimated selected financial results as of and for the three months ended January 31, 2025, page 8 1. Staff’s verbal comment with respect to the disclosure on page 8 of the Registration Statement. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 8 of the Amended Registration Statement in response to the Staff’s comment. Austin Bay Area Beijing Boston Brussels Chicago Dallas Frankfurt Hong Kong Houston London Los Angeles Miami Munich Paris Riyadh Salt Lake City Shanghai Washington, D.C. Securities and Exchange Commission Office of Industrial Applications and Services February 27, 2025 Page 2 Executive Compensation Equity Incentive Compensation Incentive Units, page 169 2. Staff’s verbal comment with respect to the disclosure on page 169 of the Registration Statement. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 175 of the Amended Registration Statement in response to the Staff’s comment. Executive Compensation Grants in Connection with This Offering, page 172 3. Staff’s verbal comment with respect to the disclosure on page 172 of the Registration Statement. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has revised the disclosure on page 178 of the Amended Registration Statement in response to the Staff’s comment. Exhibits 4. Staff’s verbal comment with respect to Exhibits 3.1 and 3.2 of the Registration Statement. Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that pursuant to the requirements of Bermuda law, no amendment to the Company’s Certificate of Incorporation and Memorandum of Association is necessary to increase the Company’s authorized share capital. Under Bermuda law, the Company’s authorized share capital may be increased by resolutions of the Company’s Board of Directors and sole shareholder, effective upon the adoption of such resolutions, without any amendment to the Company’s Certificate of Incorporation and Memorandum of Association. The Company advises the Staff that the Company’s Board of Directors and sole shareholder authorized an increase to the Company’s authorized share capital to US$100,000,000 divided into 100,000,000 common shares of par value of US$1.00 each pursuant to resolutions adopted by the Board of Directors and the sole shareholder of the Company prior to the filing of the Amended Registration Statement, which increase was effective immediately upon the adoption of such resolutions by the Company’s Board of Directors and sole shareholder. Securities and Exchange Commission Office of Industrial Applications and Services February 27, 2025 Page 3 The Company advises the Staff that it has revised the disclosure on page 186 of the Amended Registration Statement in response to the Staff’s comment. We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Sophia Hudson, P.C. of Kirkland & Ellis LLP by telephone at (212) 446-4750 or by email at sophia.hudson@kirkland.com. Sincerely, /s/ Sophia Hudson Sophia Hudson, P.C. Via E-mail: cc: Brian Webster Traci S. Umberger Kestra Medical Technologies, Ltd. Christie W.S. Mok Kirkland & Ellis LLP Ilir Mujalovic Allen Overy Shearman Sterling US LLP