DSG TopCo, Inc.
56 Harrison Street, Suite 203A
New Rochelle, NY 10801
December 31, 2024
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Matthew Crispino and Jan Woo
| Re: | Withdrawal Request |
| DSG TopCo, Inc. and Co-Applicants | |
| Application for Qualification of Indenture on Form T-3 | |
| Filed on April 19, 2024 | |
| File No. 022-29112 |
Ladies and Gentlemen:
On April 19, 2024, DSG TopCo, Inc., a Delaware corporation (the “Company”), and the Co-Applicants listed therein, filed with the Securities and Exchange Commission (the “Commission”), an Application for Qualification of Indenture on Form T-3 (File No. 022-29112) (the “Application”) under the Trust Indenture Act of 1939, as amended (the “TIA”).
In accordance with Section 307(a) of the TIA, the Company and the Co-Applicants hereby request withdrawal of the Application, including all exhibits thereto, immediately or as soon as practicable after the date hereof. The Company and the Co-Applicants are withdrawing the Application as the Company does not intend to pursue the contemplated offering of securities under an indenture required to be qualified under the TIA or otherwise. The Company and Co-Applicants confirm that no securities have been or will be distributed, issued or sold pursuant to the Application and that the Application has not been declared effective by the Commission.
If you have any questions regarding this matter, please contact David S. Huntington of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3124.
| Very truly yours, | ||
| /s/ Bradley E. Scher | ||
| Bradley E. Scher | ||
| President |
| cc: | David S. Huntington |
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | |
| cc: | Max Kirchner |
| Paul Hastings LLP |
