Validus Holdings, Ltd.
29 Richmond Road
Pembroke, Bermuda HM 08
August 3, 2011
VIA EDGAR AND EMAIL TRANSMISSION
Perry Hindin, Esq.
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-6010s
RE: |
| Transatlantic Holdings, Inc. |
|
| Schedule TO-T filed by Validus Holdings, Ltd. |
|
| Filed on July 25, 2011 |
|
| File No. 005-41434 |
|
|
|
|
| Validus Holdings, Ltd. |
|
| Registration Statement on Form S-4 |
|
| Filed on July 25, 2011 |
|
| File No. 333-175774 |
Dear Mr. Hindin:
In response to the request of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated July 29, 2011 regarding the Registration Statement on Form S-4 and the Schedule TO filed by Validus Holdings, Ltd. (the “Company”) on July 25 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. | |||
|
|
| ||
| By: | /s/ Joseph E. (Jeff) Consolino | ||
|
| Name: | Joseph E. (Jeff) Consolino | |
|
| Title: | President and Chief Financial Officer | |
|
|
| ||
cc: | David L. Orlic, Esq. (Special Counsel, Office of Mergers and Acquisitions, Division of Corporate Finance) | |||
| Robert F. Kuzloski, Esq. (Validus Holdings, Ltd.) | |||
| Stephen F. Arcano, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) | |||
| Todd E. Freed, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) | |||
| Jon A. Hlafter, Esq. (Skadden, Arps, Slate, Meagher & Flom LLP) | |||
