Correspondence 0000950103-24-001064 from Digicel Intermediate Holdings Ltd (CIK 0001988552)
Digicel Intermediate Holdings Ltd (CIK 0001988552)
Date: Jan. 24, 2024 · CIK: 0001988552 · Accession: 0000950103-24-001064
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Digicel Intermediate Holdings Limited
Digicel International Finance Limited
DIFL US LLC
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
January 24, 2024
Re:
Digicel Intermediate Holdings Limited
Digicel International Finance Limited
DIFL US LLC
Application for Qualification of Indenture on Form T-3
File No. 022-29107
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. 022-29107) (as amended, the “Form T-3”) of Digicel Intermediate Holdings Limited, Digicel International Finance
Limited and DIFL US 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’ 9.00% Senior Secured First Lien Notes due 2027.
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 Intermediate Holdings Limited
Digicel International Finance Limited
DIFL US LLC
By:
/s/ Jarleth Burke
Name:
Jarleth Burke
Title:
General Counsel