Correspondence 0001193125-23-250558 from Birkenstock Holding plc (BIRK)
Birkenstock Holding plc
Date: Oct. 4, 2023 · CIK: 0001977102 · Accession: 0001193125-23-250558
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274483
Referenced dates: October 3, 2023
Letter
601 Lexington Avenue
New York, NY 10022
United States
+1 212 446 4800
www.kirkland.com
October 4,
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attention: Charles Eastman, Martin James, Erin Donahue and Erin Purnell
Re: Birkenstock Holding Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed October 2, 2023
File No. 333-274483
Ladies and Gentlemen:
This letter sets forth the responses of Birkenstock Holding plc (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated October 3, 2023 with respect to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”).
The text of the Staff’s comment has been included in this letter for your convenience, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. For your convenience, we have also set forth our response to the comment immediately below such comment.
In addition, the Company has revised the Registration Statement in response to the Staff’s comment, and the Company is concurrently publicly filing Amendment No. 3 to the Registration Statement on Form F-1 (the “Amendment No. 3”) with this letter, which reflects these revisions and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No. 3. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3.
Registration Statement on Form F-1 filed October 2, 2023
Capitalization, page 78
1. Staff’s comment: Revise the adjusted column of the table to remove your cash and cash equivalents of €289,609 from the amount currently presented as “Total shareholders’ equity and indebtedness”. Further, please revise to title the caption “total capitalization”.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Salt Lake City Shanghai Washington, D.C.
Securities and Exchange Commission
October 4, 2023
Page
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 78 of Amendment No. 3 accordingly.
Securities and Exchange Commission
October 4, 2023
Page
We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact Ross M. Leff of Kirkland & Ellis LLP by telephone at 212-446-4947 or by email at ross.leff@kirkland.com.
Sincerely,
/s/ Ross M. Leff
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CORRESP 1 filename1.htm CORRESP 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com October 4, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Charles Eastman, Martin James, Erin Donahue and Erin Purnell Re: Birkenstock Holding Limited Amendment No. 2 to Registration Statement on Form F-1 Filed October 2, 2023 File No. 333-274483 Ladies and Gentlemen: This letter sets forth the responses of Birkenstock Holding plc (the “Company”) to the comment of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated October 3, 2023 with respect to the above-referenced Registration Statement on Form F-1 (the “Registration Statement”). The text of the Staff’s comment has been included in this letter for your convenience, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. For your convenience, we have also set forth our response to the comment immediately below such comment. In addition, the Company has revised the Registration Statement in response to the Staff’s comment, and the Company is concurrently publicly filing Amendment No. 3 to the Registration Statement on Form F-1 (the “Amendment No. 3”) with this letter, which reflects these revisions and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No. 3. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3. Registration Statement on Form F-1 filed October 2, 2023 Capitalization, page 78 1. Staff’s comment: Revise the adjusted column of the table to remove your cash and cash equivalents of €289,609 from the amount currently presented as “Total shareholders’ equity and indebtedness”. Further, please revise to title the caption “total capitalization”. Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Salt Lake City Shanghai Washington, D.C. Securities and Exchange Commission October 4, 2023 Page 2 Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 78 of Amendment No. 3 accordingly. Securities and Exchange Commission October 4, 2023 Page 3 We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact Ross M. Leff of Kirkland & Ellis LLP by telephone at 212-446-4947 or by email at ross.leff@kirkland.com. Sincerely, /s/ Ross M. Leff Ross M. Leff Via E-mail: cc: Oliver Reichert, Chief Executive Officer Dr. Erik Massmann, Chief Financial Officer Christian Heesch, Chief Legal Officer Birkenstock Holding Limited Joshua N. Korff Zoey Hitzert Kirkland & Ellis LLP Marc D. Jaffe Ian D. Shuman Adam J. Gelardi Latham & Watkins LLP