KING DIGITAL ENTERTAINMENT PLC
Fitzwilton House, Wilton Place
Dublin 2, Ireland
March 21, 2014
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attention: | Barbara C. Jacobs, Assistant Director Patrick Gilmore, Accounting Branch Chief Gabriel Eckstein, Staff Attorney David Edgar, Staff Accountant | |
| Re: | King Digital Entertainment plc Registration Statement on Form F-1 (File No. 333-193984) originally filed February 18, 2014, as amended, and corresponding Registration Statement on Form 8-A (File No. 001-36368) filed March 21, 2014 | |
Acceleration Request
Requested Date: March 25, 2014
Requested Time: 4:00 PM Eastern Time
Ladies and Gentlemen:
King Digital Entertainment plc (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form F-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes Jeffrey R. Vetter or James D. Evans, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
| • | should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert the Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Vetter at (650) 335-7631, or in his absence, Mr. Evans at (206) 389-4559.
| Sincerely, | ||
| KING DIGITAL ENTERTAINMENT PLC | ||
| By: | /s/ Robert Miller | |
| Robert Miller | ||
| Chief Legal Officer | ||
| cc: | Hope Cochran, Chief Financial Officer | |
| King Digital Entertainment plc | ||
| Mark C. Stevens, Esq. | ||
| Jeffrey R. Vetter, Esq. | ||
| James D. Evans, Esq. | ||
| Fenwick & West LLP | ||
March 21, 2014
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | King Digital Entertainment plc | |
| Registration Statement on Form F-1 (File No. 333-193984) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), hereby join in the request of King Digital Entertainment plc, a public limited company organized under the laws of the Republic of Ireland (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-193984) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s ordinary shares, nominal value $0.00008 per share, so that the Registration Statement may be declared effective at 4:00 PM Washington, D.C. time, on March 25, 2014, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
Additionally, pursuant to Rule 460 of the Securities Act, we hereby advise you that the Preliminary Prospectus dated March 12, 2014, was distributed by the underwriters approximately as follows from March 12, 2014 through the date hereof:
| Copies to prospective underwriters |
2,770 | |||
| Copies to institutional investors |
4,539 | |||
| Copies to others, including the Registrant, the Registrant’s counsel, independent accountants, and underwriters’ counsel |
1,457 | |||
|
|
|
|||
| Total |
8,766 |
We, the undersigned Representatives, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
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| Very truly yours, | ||
| J.P. Morgan Securities LLC | ||
| Credit Suisse Securities (USA) LLC | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Acting severally on behalf of themselves and the several underwriters | ||
| J.P. MORGAN SECURITIES LLC | ||
| By: | /s/ Chris Roberts | |
| Name: | Chris Roberts | |
| Title: | Managing Director | |
| Very truly yours, | ||
| J.P. Morgan Securities LLC | ||
| Credit Suisse Securities (USA) LLC | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Acting severally on behalf of themselves and the several underwriters | ||
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Imran Khan | |
| Name: | Imran Khan | |
| Title: | Managing Director | |
| Very truly yours, | ||
| J.P. Morgan Securities LLC | ||
| Credit Suisse Securities (USA) LLC | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| Acting severally on behalf of themselves and the several underwriters | ||
| MERRILL LYNCH, PIERCE, FENNER & SMITH | ||
| INCORPORATED | ||
| By: | /s/ Michele A. H. Allong | |
| Name: | Michele A. H. Allong | |
| Title: | Authorized Signatory | |