SKADDEN, ARPS, SLATE, MEAGHER & FLOM (UK)LLP
40 BANK STREET
CANARY WHARF
LONDON E14 5DS
TEL: (020) 7519-7000
FAX: (020) 7519-7070
www.skadden.com
August 15, 2008
VIA EDGAR
Mr. Jeffrey Riedler
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Mail Stop 6010
| | Re: | Fresenius Kabi Pharmaceuticals Holding, LLC |
| | | Registration statement on Form S-4 August 1, 2008, file no. 333-152690 |
Dear Mr. Riedler:
On behalf of Fresenius Kabi Pharmaceuticals Holding, Inc., a Delaware corporation and formerly Fresenius Kabi Pharmaceuticals Holding, LLC (“FK Holdings”), set forth below is FK Holdings’ response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in the Staff’s letter dated August 7, 2008 relating to the Registration Statement on Form S-4 (file no. 333-152690), filed by FK Holdings on August 1, 2008. The response is based on information provided to us by FK Holdings. References in this letter to page numbers refer to page numbers in Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”), as filed concurrently with this letter and dated August 15, 2008, via EDGAR submission.
The Amended Registration Statement reflects, as appropriate, FK Holdings’ response to the Staff’s comment contained herein and other changes and updates deemed necessary or appropriate by FK Holdings. We have also provided, on a
Mr. Jeffrey Riedler
August 15, 2008
Page 2
supplemental basis, a blackline of the Amended Registration Statement marked against the Registration Statement to facilitate the Staff’s review.
Please note that FK Holdings was converted from a Delaware limited liability company to a Delaware corporation on August 14, 2008. This conversion has been reflected in the Amended Registration Statement.
FK Holdings’ response to the Staff’s comment is as follows:
Form S-4
General
| | 1. | Please expand the information in the registration statement to include audited financial statements for the registrant, Fresenius Kabi Pharmaceuticals Holding, LLC. |
Response: In response to the Staff’s comment, FK Holdings has included the audited financial statements for FK Holdings beginning on page F-1 of the Amended Registration Statement.
Should you have additional comments, please feel free to contact me at +44 (0)207 519 7074.
Very truly yours,
Michal Berkner
| cc: | Gerrit Steen, FK Holdings |
| | Scott Simpson, Skadden Arps |
| | Philip Richter, Fried, Frank, Harris, Shriver & Jacobson LLP |
| | Brian Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP |
