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February 1, 2021
Via EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Erin Purnell
Jay Ingram
Dale Welcome
John Cash
| Re: | Atotech Limited |
Registration Statement on Form F-1 (Registration No. 333- 235928)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Atotech Limited (the “Company”), and of the underwriters that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-235928) be accelerated to 3:00 p.m., Washington D.C. time, on February 3, 2021, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effective date until we speak with you on that date.
Please direct any questions or comments regarding the foregoing to me at (202) 637-1028 or my colleague, Jason M. Licht, at (202) 637-2258.
| Very truly yours, |
/s/ Patrick H. Shannon |
| Patrick H. Shannon |
| of LATHAM & WATKINS LLP |
cc: Jason M. Licht, Latham & Watkins LLP
Atotech Limited
William Street, West Bromwich
West Midlands, B70 0BG
United Kingdom
February 1, 2021
Via EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Erin Purnell
Jay Ingram
Dale Welcome
John Cash
Re: Atotech Limited
Registration Statement on Form F-1 (Registration No. 333- 235928)
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Atotech Limited (the “Company”) hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-235928) be accelerated by the Securities and Exchange Commission to 3:00 p.m., Washington D.C. time, on February 3, 2021 or as soon as practicable thereafter.
* * * *
The Company requests that we be notified of such effectiveness by a telephone call to Patrick Shannon of Latham & Watkins LLP at (202) 637-1028 or to Jason Licht of Latham & Watkins LLP at (202) 637-2258 and that such effectiveness also be confirmed in writing.
| Very truly yours, | ||
| Atotech Limited | ||
/s/ Geoff Wild | ||
| Name: | Geoff Wild | |
| Title: | Chief Executive Officer | |
cc: Josh McMorrow, Secretary and General Counsel
Patrick H. Shannon, Latham & Watkins LLP
Jason M. Licht, Latham & Watkins LLP
Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10011
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
February 1, 2021
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Erin Purnell |
Jay Ingram |
Dale Welcome |
John Cash |
Re: Atotech Limited
Registration Statement on Form F-1
Request for Acceleration of Effective Date
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Atotech Limited (the “Registrant”) that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form F-1 to become effective on February 3, 2021, at 3:00 PM, Eastern Time, or as soon thereafter as is practicable, or at such later time as the Registrant or its outside counsel, Latham & Watkins LLP, may orally request via telephone call to the staff of the Commission.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that there will be distributed to each Underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
| Very truly yours, |
| Citigroup Global Markets Inc. |
| Credit Suisse Securities (USA) LLC |
| BofA Securities, Inc. |
| J.P. Morgan Securities LLC |
| As representatives of the several Underwriters |
| Citigroup Global Markets Inc. | ||
| By: | /s/ Paul Smith | |
| Name: Paul Smith | ||
| Title: Managing Director | ||
| Credit Suisse Securities (USA) LLC | ||
| By: | /s/ Christian M. Bradeen | |
| Name: Christian M. Bradeen | ||
| Title: Managing Director | ||
| BofA Securities, Inc. | ||
| By: | /s/ Greg Kelly | |
| Name: Greg Kelly | ||
| Title: Managing Director | ||
| J.P. Morgan Securities LLC | ||
By: | /s/ Manoj Vemula | |
Name: Manoj Vemula | ||
Title: Managing Director | ||
[Signature Page to Underwriters’ Acceleration Request]