PF2 SpinCo, Inc.
6555 State Hwy 161
Irving, TX 75039
February 25, 2020
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Ms. Brittany Ebbertt |
Mr. Craig Wilson |
Mr. Matthew Crispino |
Ms. Jan Woo |
Re: | PF2 SpinCo, Inc. |
Registration Statement on FormS-4/S-1 |
FileNo. 333-236236 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, PF2 SpinCo, Inc. (“SpinCo”) hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 4:15 P.M., Eastern Time, on Friday, February 28, 2020, or as soon as practicable thereafter.
SpinCo hereby authorizes Alan F. Denenberg of Davis Polk & Wardwell LLP to orally modify or withdraw this request for acceleration. Please contact Mr. Denenberg at(650) 752-2004 with any questions you may have concerning this request, and please notify Mr. Denenberg when this request for acceleration has been granted.
[Signature Page Follows]
Sincerely, | ||
PF2 SpinCo, Inc. | ||
By: | /s/ Britt J. Vitalone | |
Britt J. Vitalone | ||
Chief Executive Officer and Director |
cc: | Davis Polk & Wardwell LLP |
Alan F. Denenberg |
McKesson Corporation |
Lori A. Schechter, Executive Vice President, Chief Legal Officer & General Counsel |
PF2 SpinCo, Inc. |
Brian S. Tyler, Director |
Paul A. Smith, President and Secretary |
Sundeep Reddy, Vice President, Treasurer and Director |
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