| Cira Centre |
| 2929 Arch Street |
Philadelphia, PA 19104-2808 | |
+1 215 994 4000 Main | |
+1 215 994 2222 Fax | |
www.dechert.com | |
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| STEPHEN M. LEITZELL |
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| stephen.leitzell@dechert.com |
| +1 215 994 2621 Direct |
| +1 215 655 2621 Fax |
January 30, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
Washington, D.C. 20549-3628
Attn: Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions
Re: MWI Veterinary Supply, Inc.
Schedule 14D-9 filed January 26, 2015
SEC File No. 5-81369
Dear Ms. Chalk:
On behalf of MWI Veterinary Supply, Inc. (the “Company”), we are today transmitting for filing Amendment No. 1 (the “Amendment”) to the Schedule 14D-9 (the “Schedule 14D-9”) originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 26, 2015.
The Amendment is being filed in response to the comments received from the staff of the Division of Corporation Finance (the “Staff”) by letter dated January 27, 2015 with respect to the Schedule 14D-9 (the “Comments”). For the Staff’s convenience, the Staff’s Comments are set forth below and the Company’s response to each Comment is set forth immediately below each numbered Comment.
Schedule 14D-9 - Certain Company Forecasts, page 35
1. Please expand to include the material assumptions underlying both sets of forecasts presented and to describe their limitations (i.e., what could cause those forecasts not to be achieved).
Response to Comment #1:
In response to the Staff’s comment, the Company has revised the disclosure on page one of the Amendment to include a discussion of the underlying material assumptions and limitations of the projected financial information.
| Christina Chalk |
January 30, 2015 | |
2. We note that the projections have not been prepared in accordance with U.S. GAAP. As a result, describe what consideration has been given to as to whether the projections require additional disclosure pursuant to Rule 100(a) of Regulation G. We may have additional comments after reviewing your response.
Response to Comment #2:
In response to the Staff’s comment, the Company has revised the disclosure on page two of the Amendment to include a reconciliation of the non-GAAP financial measures included in the Forecasts to the most directly comparable GAAP measures.
If you have any questions or if you require additional information, please do not hesitate to contact me at (215) 994-2621.
Sincerely,
/s/ Stephen M. Leitzell |
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Stephen M. Leitzell | |
CC: Jeremy C. Ouchley