Validus Holdings, Ltd.
29 Richmond Road
Pembroke, Bermuda HM 08
August 19, 2011
VIA EDGAR AND EMAIL TRANSMISSION
David L. Orlic, Esq.
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010
RE: |
| Validus Holdings, Ltd. | |
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| Preliminary Proxy Statement on Schedule 14A | |
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| Filed on August 3, 2011 | |
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| File No. 001-33606 |
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Dear Mr. Orlic:
In response to the request of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated August 12, 2011 regarding the Preliminary Proxy Statement on Schedule 14A filed by Validus Holdings, Ltd. (the “Company”) on August 3, 2011, the Company hereby acknowledges that:
(1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(2) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
(3) the Company may not assert Staff comments 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. | |||
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| By: | /s/ Joseph E. (Jeff) Consolino |
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| Name: | Joseph E. (Jeff) Consolino | |
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| Title: | President and Chief Financial Officer | |
cc: |
| Perry Hindin, Esq. (Division of Corporate Finance) |
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| Nicholas Panos, Esq. (Division of Corporate Finance) |
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| Michael Rosenthall, Esq. (Division of Corporate Finance) |
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| Robert F. Kuzloski, Esq. (Validus Holdings, Ltd.) |
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| Stephen F. Arcano, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) |
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| Todd E. Freed, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) |
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| Jon A. Hlafter, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) |
