Correspondence 0000950103-24-001063 from Digicel MidCo Ltd (CIK 0001988299)
Digicel MidCo Ltd (CIK 0001988299)
Date: Jan. 24, 2024 · CIK: 0001988299 · Accession: 0000950103-24-001063
AI Filing Summary & Sentiment
Letter
U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549
Re: Digicel MidCo Limited
Dear Ms. Gibbs-Tabler,
We refer to the Application for Qualification of Indenture on Form T-3 (File No. 022-29108) (as amended, the “Form T-3”) of Digicel MidCo Limited and DIFL US II LLC (collectively, the “Companies”), initially filed on August 21, 2023 with the Securities and Exchange Commission (the “Commission”), in connection with the qualification under the Trust Indenture Act of 1939, as amended (the “Act”), of the indenture governing the Companies’ 10.50% Senior Notes due 2028.
On January 18, 2024, the Companies filed Amendments No. 1 and 2 to the above referenced Form T-3. In accordance with Section 307(c) of the Act, we hereby respectfully request the acceleration of the effectiveness of the above referenced Form T-3 so that it may become effective at or prior to 3:00 p.m. (Eastern time) on January 26, 2024 or as soon as reasonably practicable thereafter.
Please contact Michael Kaplan of Davis Polk & Wardwell at 212-450-4111 or michael.kaplan@davispolk.com or Joseph Payne of Davis Polk & Wardwell at 212-450-3378 or joseph.payne@davispolk.com to confirm the effectiveness of the Form T-3.
Very truly yours,
Digicel MidCo Limited
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Digicel MidCo Limited
DIFL US II LLC
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
January 24, 2024
Re:
Digicel MidCo Limited
DIFL US II LLC
Application for Qualification of Indenture on Form T-3
File No. 022-29108
Charli Gibbs-Tabler
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Dear Ms. Gibbs-Tabler,
We refer to the Application for Qualification
of Indenture on Form T-3 (File No. 022-29108) (as amended, the “Form T-3”) of Digicel MidCo Limited and DIFL US II
LLC (collectively, the “Companies”), initially filed on August 21, 2023 with the Securities and Exchange Commission
(the “Commission”), in connection with the qualification under the Trust Indenture Act of 1939, as amended (the “Act”),
of the indenture governing the Companies’ 10.50% Senior Notes due 2028.
On January 18, 2024, the Companies filed Amendments No. 1 and 2 to the
above referenced Form T-3. In accordance with Section 307(c) of the Act, we hereby respectfully request the acceleration of the effectiveness
of the above referenced Form T-3 so that it may become effective at or prior to 3:00 p.m. (Eastern time) on January 26, 2024 or as soon
as reasonably practicable thereafter.
Please contact Michael Kaplan of Davis
Polk & Wardwell at 212-450-4111 or michael.kaplan@davispolk.com or Joseph Payne of
Davis Polk & Wardwell at 212-450-3378 or joseph.payne@davispolk.com to
confirm the effectiveness of the Form T-3.
Very truly yours,
Digicel MidCo Limited
DIFL US II LLC
By:
/s/ Jarleth Burke
Name:
Jarleth Burke
Title:
General Counsel