United States securities and exchange commission logo
July 21, 2021
Rory Byrne
Chief Executive Officer
Dole plc
29 North Anne Street
Dublin 7
D07 PH36
Ireland
Re: Dole plc
Amendment No. 1 to
Registration Statement on Form F-1
Filed July 19, 2021
File No. 333-257621
Dear Mr. Byrne:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
14, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-1, Filed July 19,
2021
Dilution, page 81
1. Please define "adjusted
net tangible book value". Please provide us a calculation of
adjusted net tangible
book value and adjusted net tangible book value per share and clarify
in the filing how the
amount is calculated. You indicated that the adjusted net tangible
book value is equal to
tangible assets less total liabilities. It appears that you should also
exclude the redeemable
noncontrolling interests. Please revise or advise.
Rory Byrne
FirstName
Dole plc LastNameRory Byrne
Comapany
July NameDole plc
21, 2021
July 21,
Page 2 2021 Page 2
FirstName LastName
2. In addition, please disclose the number of outstanding common shares
used to calculate
the adjusted tangible book value per share and pro forma tangible book
value per share
information, respectively. If you used the same number of shares in
both calculations,
please tell us why that is appropriate.
Principal and Selling Shareholders, page 208
3. Please revise footnote 1 to the table on page 208 to identify the
natural person or persons
who have voting and/or investment control of the shares held by Balkan
Investment Co.
and related parties, including, as applicable, disclosing whether such
entities are affiliated
with any of your directors or officers.
Condensed Consolidated Financial Statements, page F-2
4. Please revise, at a minimum, pages F-2 through F-8 and pages F-29
through F-35, to
clarify the financial statements relate to Total Produce plc.
Exhibits
5. Please have counsel revise the legality opinion filed as Exhibit 5.1
to (i) opine on the
legality of the shares to be sold by selling shareholders and (ii)
remove the assumptions in
Sections 3.4, 3.8, 3.9 and 3.11 as those sections appear to assume
legal
conclusions underlying counsel's opinion. Refer to II.B.3.a of Staff
Legal Bulletin No. 19.
You may contact Christie Wong at 202-551-3684 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Margaret Schwartz at 202-551-7153 or Tim Buchmiller at 202-551-3635
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: P. Michelle Gasaway, Esq.