Validus Holdings, Ltd.
29 Richmond Road
Pembroke, Bermuda HM 08
October 5, 2012
VIA EDGAR
Jeffrey P. Riegel
Assistant Director
Division of Corporation Finance
Mail Stop 4720
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-4720
Re: | Validus Holdings, Ltd. | |
Dear Mr. Riegel:
In response to the request of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated October 2, 2012, regarding the Registration Statement on Form S-4 (“Form S-4”) filed by Validus Holdings, Ltd. (the “Company”) on September 20, 2012, the Company hereby acknowledges that:
| (1) | should the Commission or the Staff, acting pursuant to delegated authority, declare the Form S-4 effective, it does not foreclose the Commission from taking any action with respect to the Form S-4; | |
| (2) | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Form S-4 effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Form S-4; and | |
| (3) | the Company may not assert 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. |
VALIDUS HOLDINGS, LTD. | ||
By: | /s/ Robert F. Kuzloski | |
Name: Robert F. Kuzloski | ||
| Title: Executive Vice President & General Counsel | ||
cc: | Todd E. Freed, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) |
Steven J. Daniels, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) | |
William F. Fawcett, Esq. (Flagstone Reinsurance Holdings, S.A.) | |
Sarkis Jebejian, Esq. (Cravath, Swaine & Moore LLP) | |
Eric L. Schiele Esq. (Cravath, Swaine & Moore LLP) |
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