Mail Stop 6010 June 14, 2006
Wesley Dupont, Esq.
Allied World Assurance Holdings Ltd.
43 Victoria Street
Hamilton, Bermuda HM 12
F: 441-278-5400
Re: Allied World Assurance Holdings, Ltd.
Registration Statement on Form S-1
Filed March 17, 2006 and amended, June 1, 2006
File No. 333-132507
Dear Mr. Dupont:
We have reviewed your filing and have the following
comments.
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.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
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.
Amendment No. 2 to Form S-1
Property Segment, page 71
Comparison of Three Months Ended March 31, 2006 and 2005, page 71
Acquisition costs, page 72
1. In addition to your discussion of what caused the negative
acquisitions costs in the current interim period, please include a
discussion of what you expect these costs to be on a go forward
basis
given that it appears unlikely that they will remain negative.
Unaudited Financial Statements - March 31, 2006, page F-36
3. New Accounting Pronouncements, page F-40
2. Please explain to us how using the intrinsic value to determine
the amount of the liability associated with the book value plan
described in note 4 does not differ from the fair value
calculation
that is required for public entities by SFAS 123R. It appears to
us
based on the description in the second paragraph on page F-43 that
you determine this liability based on the intrinsic value, i.e.
the
difference between the current book value and the exercise price.
As appropriate, please amend your filing in response to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review. Please file your cover letter on
EDGAR under the form type label CORRESP. Please understand that we
may have additional comments after reviewing your amendment and
responses to our comments.
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.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact James Peklenk at 202-551-3661 or James
Atkinson
at 202-551-3674 if you have questions regarding comments on the
financial statements and related matters. Please contact Zafar
Hasan
at 202-551-3653 with any other questions.
Sincerely,
Jeffrey Riedler
Steve Seidman
Wilkie Farr Gallagher
787 Seventh Avenue
New York, NY 10019
F: 212-728-8111