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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

AI Filing Summary & Sentiment

Date
January 24, 2024
Author
Digicel Intermediate Holdings Limited
Form
CORRESP
Company
Digicel Intermediate Holdings Ltd (CIK 0001988552)

Letter

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

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CORRESP
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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