Securities Exchange Act of 1934
January 22, 2016
Response of the Office of Chief Counsel
Division of Corporation Finance
Incoming letter dated January 4, 2016
Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.
- After consummation of the Transactions, Holdco’s ordinary shares will be deemed registered under the Exchange Act by operation of Rule 12g-3(c), and Holdco will be a “large accelerated filer” for purposes of Exchange Act Rule 12b-2.
- After consummation of the Transactions and before Holdco files its first annual report on Form 10-K after the Transactions, it may use Form S-8 or post-effective amendments to the Registration Statement (assuming a sufficient number of Holdco ordinary shares are included) to register the securities covered by the Holdco Plans.
- Holdco may take into account Avago’s and Broadcom’s reporting histories under the Exchange Act in determining its eligibility to use Form S-3. Avago’s and Broadcom’s reporting histories under the Exchange Act may also be used in determining whether Holdco: (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.
- Holdco 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).
Our positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
Adam F. Turk
The Incoming Letter is in Acrobat format.