Mail Stop 6010
August 10, 2005
Mr. Joseph F. Fisher
Executive Vice President and Chief Financial Officer
Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke, Bermuda HM 08
Re: Platinum Underwriters Finance Inc.
Platinum Underwriters Holdings, Ltd.
Registration Statement on Form S-4
File Number 333-126883
Dear Mr. Fisher:
This is to advise you that we have limited our review of the
above referenced registration statement to only the issues
identified
below. Where indicated, we think you should revise your document
in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the fiscal year ended December 31, 2004
1. We will be monitoring the accounting disclosure in the Form 10-
K
for the period ended December 31, 2004 for Platinum Underwriters
Holdings, Ltd. You will be receiving our accounting comments
under
separate cover. All comments will need to be fully resolved
before
we take final action on the registration statement.
Form S-4
2. We refer you to your registration statement on Form S-1 (No.
333-
86906) that went effective on October 28, 2002. In that S-1, it
appears you were offering unit securities which included an
ownership
interest in a senior note of Platinum Underwriters Finance, Inc.
It
is unclear to us why Platinum Underwriters Finance has not been
filing periodic reports since the effectiveness of that Form S-1.
Please provide us with an analysis as to how you determined
Platinum
Underwriters Finance was not required to file any periodic reports
following the effectiveness of the Form S-1 referenced above.
General
3. We note that you are registering the exchange notes in reliance
on
Staff`s position set forth in Exxon Capital Holdings Corporation
(May 13, 1988), Morgan Stanley & Co. Incorporated (June 5, 1991),
and
Shearman & Sterling (July 2, 1993). Accordingly, with your next
filing, please provide us with a supplemental letter stating you
are
registering the exchange offer in reliance on Staff`s position
contained in these no-action letters. Also include in the
supplemental letter the representations contained in the Morgan
Stanley and Shearman & Sterling no-action letters.
Financial Statements
4. It appears your registration statement is lacking some of the
information required by Rule 310(c)(4) of Regulation S-X. Please
provide us with analysis as to how you have complied with Rule
310(c)(4) of Regulation S-X for this registration statement.
Signature Page
5. Your principal financial officer and either a controller or
chief
accounting officer must sign the registration statement. Your next
amendment and all subsequent amendments must contain this
signature.
If a person acts in more than one of these capacities, the
signature
page must indicate all of the capacities in which they are
signing.
Please revise your signature page accordingly.
* * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
Please contact Song Brandon at (202) 551-3621, Suzanne
Hayes,
Legal Branch Chief at (202) 551-3675 or me at (202) 551-3710 with
any
questions.
Sincerely,
Jeffrey P. Riedler
Assistant Director
cc: Linda E. Ransom, Esq.
Jonathan L. Freedman, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
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