PLATINUM UNDERWRITERS HOLDINGS, LTD.
The Belvedere Building
69 Pitts Bay Road
Pembroke, Bermuda HM 08
August 26, 2005
Jeffrey P. Riedler
Assistant Director
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 6010
Washington, D.C. 20549
Re: Registration Statement on Form S-4 (File No. 333-126883) (the
"Registration Statement"), relating to the exchange (the "Exchange
Offer") of Series B 7.50% Notes due June 1, 2017 (the "New Notes") for
a like principal amount of issued and outstanding Series A 7.50% Notes
due June 1, 2017 (the "Old Notes")
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Dear Mr. Riedler:
As indicated in the Registration Statement, Platinum Underwriters Finance,
Inc. ("Platinum Finance") and Platinum Underwriters Holdings, Ltd. ("Platinum
Holdings") are filing the Registration Statement with the Securities and
Exchange Commission ("SEC") in reliance on the position of the staff (the
"Staff") of the SEC in its previous no-action letters to Exxon Capital Holdings
Corporation (dated May 13, 1988) (the "Exxon Capital Letter"), Morgan Stanley &
Co. Incorporated (dated June 5, 1991) (the "Morgan Stanley Letter"), Shearman &
Sterling (dated July 2, 1993) (the "Shearman Letter") and later equivalent
letters.
Platinum Finance and Platinum Holdings each represents to the Staff that it
has not entered into any arrangement or understanding with any person to
distribute the New Notes to be received in the Exchange Offer and, to the best
of its information and belief, each person participating in the Exchange Offer
is acquiring the New Notes in its ordinary course of business and has no
arrangement or understanding with any person to participate in the distribution
of the New Notes to be received in the Exchange Offer.
Each exchange offeree, in the letter of transmittal to be used in
connection with the Exchange Offer, will represent to Platinum Finance and
Platinum Holdings that, among other things, (i) any New Notes that it receives
will be acquired in the ordinary course of its business; (ii) it has no
arrangement or understanding with any person or entity to participate in a
distribution of the New Notes; (iii) if it is not a broker-dealer, that it is
not engaged in, and does not intend to engage in, the distribution of the New
Notes; (iv) if it is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes that were acquired as a result
of market-making activities or other trading activities, that it will deliver a
prospectus, as required by law, in connection with any resale of such New Notes;
(v) it is not an "affiliate," as defined in Rule 405 under the Securities Act of
1933, as amended (the "Securities Act"), of Platinum Finance or Platinum
Holdings or, if it is an affiliate, it will comply with any applicable
registration and prospectus delivery requirements of the Securities Act; and
(vi) it is not acting on behalf of any person who could not truthfully make the
foregoing representations.
The Exchange Offer prospectus also provides that any Holder of Old Notes
that (a) is an "affiliate" of Platinum Finance or Platinum Holdings within the
meaning of Rule 405 under the Securities Act, (b) does not acquire the New Notes
in the ordinary course of its business, or (c) tenders in the Exchange Offer
with the intention to participate, or for the purpose of participating, in a
distribution of New Notes will not be able to rely on the Staff position
enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman
Letter or later equivalent letters and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
sale or transfer of New Notes, unless that sale or transfer qualifies for an
exemption from these requirements. Platinum Finance and Platinum Holdings each
acknowledges that any such sale or transfer should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 of Regulation S-K.
Platinum Finance and Platinum Holdings will commence the Exchange Offer for
the New Notes when the Registration Statement is declared effective by the SEC.
The Exchange Offer will remain in effect for a limited time and will not require
Platinum Finance or Platinum Holdings to maintain an "evergreen" registration
statement. The Exchange Offer will be conducted by Platinum Finance and
Platinum Holdings in compliance in all material respects with the Securities
Exchange Act of 1934, as amended, and any applicable rules and regulations
thereunder.
Platinum Underwriters Finance, Inc.
By: /s/ Joseph F. Fisher
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Name: Joseph F. Fisher
Title: Executive Vice President and
Chief Financial Officer
Platinum Underwriters Holdings, Ltd.
By: /s/ Michael E. Lombardozzi
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Name: Michael E. Lombardozzi
Title: Executive Vice President, General
Counsel and Secretary
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