Securities Exchange Act of 1934
Rule 12g-3

September 10, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

• The Merger will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act and New Horizon will be an "accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
• New Horizon may take into account Horizon's Exchange Act reporting history and rely upon Horizon's aggregate worldwide market value of voting and non-voting common equity held by non-affiliates as of June 30, 2014 for purposes of determining whether, at December 31, 2014, New Horizon meets the requirements of a large accelerated filer under Exchange Act Rule 12b-2.
• New Horizon may take into account Horizon's reporting history under the Exchange Act in determining its eligibility to use Form S-3. Horizon's reporting history under the Exchange Act may also be used in determining whether New Horizon: (1) "meets the requirements for use of Form S 3" within the meaning of Form S 4; and (2) "satisfies the registrant requirements for use of Form S 3" within the meaning of Form S 8.
• Horizon's Exchange Act reporting history may be taken into account when determining New Horizon's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
• New Horizon may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/horizon-pharma-091014-12g3.htm