IQVIQVIA

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight.

No reply letter found.

Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: • represent the board in communications with shareholders and other stakeholders; • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

No reply letter found.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • why your board elected to retain direct oversight responsibility for specific risks, such as social and environmental matters, rather than assign oversight to a board committee; • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different

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oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

No reply letter found.

We note your presentation of adjusted net income includes an adjustment for purchase accounting amortization. Please tell us how you determined that this adjustment does not substitute individually tailored recognition and measurement methods for those of GAAP. Refer to question 100.04 of the Division's Non-GAAP Financial Measures Compliance and Disclosure Interpretations.

The Company respectfully acknowledges the Staff’s comment and believes that its treatment of the amortization of acquired intangible assets during the periods covered by the Company’s Form 10-K and the Earnings Release does not substitute an individually-tailored expense recognition method for those of GAAP and that such treatment was in compliance with Rule 100(b) of Regulation G and the Staff’s guidance in Question 100.04 of the Division’s Non-GAAP Financial Measures Compliance and Disclosure Interpretations

(“CDI 100.04”).

In determining that the adjustment to exclude the amortization of

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intangible assets to arrive at Adjusted Net

Income does not substitute individually-tailored income or expense recognition methods for those of GAAP, the Company considered the criteria provided in CDI 100.04. Based on the Company’s evaluation of CDI 100.04 and Rule 100(b) of Regulation

G and the various definitions provided therein, the Company determined that the adjustment to exclude the amortization of acquired intangible assets does not employ individually tailored income or expense recognition methods because it consists of eliminating all of the amortization of acquired customer relationships, trademarks, and databases from each of the Company’s acquisitions (the majority of which, though, relate to the merger (the “Merger”) of equals that occurred on

October 3, 2016, between Quintiles Transnational Holdings Inc. and IMS Health Holdings, Inc.), rather than excluding the amortization from certain selectively chosen acquired intangible assets.

The Company excludes this amortization from its non-GAAP measures because the expense may cause differences when comparing our results to companies that grow internally as the fair value assigned to the intangible assets acquired through acquisition may significantly exceed the equivalent expenses that a company may incur for similar efforts when performed to develop intangible assets internally. Additionally, the size, number and type of transactions have varied meaningfully over time. Acquisition-related charges resulting directly from merger and acquisition activities such as legal, due diligence and integration costs are not factored into management’s evaluation of potential acquisitions or its performance after completion of acquisitions, because they are not related to the Company’s core operating performance, and the frequency and amount of such charges vary significantly based on the size and timing of the acquisitions and the maturities of the businesses being acquired. In addition, the Company believes that the adjustments of items such as acquisition-related costs and amortization of intangible assets more closely correlate with the sustainability of the Company’s operating performance. Furthermore, in contrast with the depreciation of property and equipment and amortization of software and related assets, neither of which are adjusted for in arriving at the Company’s Adjusted Net Income, the amortization costs associated with the Merger and all other acquisitions are not a result of normal, recurring, cash operating expenses necessary to operate our business. In addition, several of our peers disclose a similar adjustment, and as such, we considered it helpful to investors to include for comparative purposes. The Company believes that including the adjustment to exclude the amortization of acquired intangible assets in the Company’s non-GAAP Adjusted

Net Income enhances the comparability of our results between periods and provides additional information and transparency to investors on adjustments and other items that are not indicative of the Company’s current and future operating performance.

For the foregoing reasons, the Company determined that the adjustment to exclude the amortization of acquired intangible assets does not substitute an individually-tailored expense recognition method for those of GAAP.

Read in the reply ↗

Business Combinations, page 115 1. We note from your disclosure on Form 8-K filed on 10/3/2016 that upon the completion of the Merger, former Quintiles shareholders own approximately 48.8% of the Surviving Corporation on a fully diluted basis and former IMS Health stockholders hold approximately 51.2% of the Surviving Corporation on a fully diluted basis, based on the shares outstanding for both Quintiles and IMS

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Health as of September 29, 2016. We also note you concluded that Quintiles is the accounting acquirer. Please provide us the analysis you performed in making this determination, including your consideration of all of the facts and circumstances outlined in ASC 805-10-55-12 through 55-15.

ASC 805-10-25-4 states that “for each business combination, one of the combining entities shall be identified as the acquirer.” In a business combination that primarily involves the exchange of equity interests, the entity that issues equity interests is usually the accounting acquirer. Generally, if a party to the transaction directly or indirectly holds greater than 50% of the post-combination voting shares that is an indication of a controlling financial interest, however, in some cases it is not clear from voting interests which entity has the controlling financial interest and

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consideration should be given to additional guidance provided in ASC 805-10-55-12 through 15. Management considered the relative post-combination ownership percentages on a fully diluted basis in its evaluation, and concluded that the relatively close ownership split (51.2% IMS Health, 48.8% Quintiles) was not a factor that, taken on its own, was determinative of a controlling financial interest.

Management therefore considered other factors listed in ASC 805-10-55 in its assessment of the accounting acquirer, noting that all pertinent facts and circumstances should be considered in determining the acquirer in a business combination that primarily involves the exchange of equity interests.

The Company performed a contemporaneous evaluation of the accounting acquirer in accordance with ASC

805-10-55 and concluded that based on a balanced evaluation of all the facts and circumstances that Quintiles was the accounting acquirer primarily because:

•

Quintiles was the entity that issued the equity interests and for other substantive reasons was the legal acquirer;

Quintiles was the larger of the two combining companies by revenue, income and employees;

The governance post-combination contains a majority of former Quintiles directors (7 of 12); and

Other qualitative reasons as further described below.

The following outlines the analysis of all the factors considered and are in the order of most influential in the opinion of management.

ASC 805

Ref.

Factor

Quintiles

IMS

Health

Not

Determinative

Applicable

55-12

Entity that issues equity

✓

55-13

Relative size of entities

55-12(d)

Composition of senior management

55-12(c)

Composition of governing body

55-12(a)

Relative voting rights

55-12(e)

Payment of a premium

55-12(b)

Existence of large minority interest

55-14

Combination involving more than two entities

55-15

A new entity formed to effect a combination

Each of these factors is discussed in detail below:

In a business combination effected primarily by exchanging equity interests, the acquirer usually is the entity that issues its equity interests. (55-12)

Quintiles is the entity that issued its equity interests and is the surviving entity. At the closing of the transaction, Quintiles issued to IMS

Health stockholders 0.3840 shares of Quintiles’ common stock for each issued and outstanding share of IMS Health common stock and the separate corporate existence of IMS Health ceased. Management also noted that the New York Stock Exchange ticker is Q (pre-combination ticker for Quintiles) and the surviving entity maintains dual headquarters.

As a result, Quintiles is the equity issuer and the acquirer for legal purposes. Management gave this indicator the most weight because of the substance behind the decision to make Quintiles the legal acquirer—if IMS Health was made the legal acquirer then a change in control would have been triggered, depending upon how the transaction was structured, under Quintiles’ bonds (issued in May 2015 in the amount of $800 million) requiring Quintiles to offer to purchase all the outstanding bonds at 101% or the IMS Health credit facility. If triggered, such provisions would have resulted in certain negative consequences to the surviving company, such as the acceleration of amounts outstanding, increased annual interest expense and/or significant fees and transaction costs.

Given the economic substance behind making Quintiles the legal acquirer and the consideration given to the other factors detailed below, management concluded that there were not enough indicators with substantive weighting to indicate that this transaction should be accounted for as a reverse acquisition where Quintiles would have been the legal acquirer and IMS would have been the accounting acquirer.

As a result, management concluded that being the legal acquirer was a strong indicator of a financial controlling interest for Quintiles.

The acquirer usually is the combining entity whose relative size (measured in, for example, assets, revenues, or earnings) is significantly larger than that of the other combining entity or entities. (55-13)

$ in millions

IMS Health

Revenue (2015)

$5,738

$2,921

Total Assets (12/31/15)

$3,926

$7,459

Net Income ACS (2015)

$387.2

$417a

Net Income ACS (2014)

$356.4

$(189)

Pre-Tax Income (2015)

$546.8

$217

Pre-Tax Income (2014)

$502.2

$(285)

Market Cap (5/4/16)b

$7,780

$8,150

# of Employees

36,000

15,000 a The IMS Health 2015 net income includes $256 million of income from a change in its indefinitely reinvested assertion on certain foreign earnings. Absent this adjustment, Quintiles would have had higher net income, consistent with 2014 net income and pretax income.

b May 3, 2016 is the date the agreement and plan of merger was entered into and publicly announced.

Based on the above metrics, management concluded that Quintiles was the larger of the combining entities and concluded that this factor was indicative of control by Quintiles.

The composition of the senior management of the combined entity—The acquirer usually is the combining entity whose former management dominates the management of the combined entity. (55-12(d))

The Chairman and CEO of the combined entity is the former IMS Health CEO.

Although the IMS Health CEO was appointed the post-combination CEO, much consideration was given by both boards to achieve an executive team with balanced representation from each legacy company, which was viewed as important to the success of the post-combination company. As a result, the former Quintiles CEO was appointed as Vice Chairman. In addition, several Quintiles executives were appointed to key executive positions including the Chief Financial Officer and the General Counsel. The

CEO was required to obtain approval from the Leadership Development and Compensation Committee (consisting of two Quintiles directors and two IMS Health directors) for hiring decisions for all appointees to the senior management team reporting to the CEO prior to the closing of the transaction. As a result of the intention of the boards of each legacy company to achieve a balance in senior management, management concluded that neither company’s management dominates the management of the combined company and therefore this factor was not determinative.

The composition of the governing body of the combined entity—The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity. (55-12(c))

Upon the closing of the business combination, the governance documents of the combined entity provide that the board of directors would initially have 12 members with staggered terms. TPG (a private equity firm that had an ownership stake in each combining entity) had the right to appoint two board directors, of which it indicated its intention to appoint one former Quintiles director and one former IMS Health director. This resulted in a board composition that contained a majority of former

Quintiles directors post-combination (7 Quintiles, in bold below, including the founder of Quintiles, and 5 IMS Health):

IMS Health’s Chief Executive Officer (Chairman)

2. Quintiles’ Chief Executive Officer

3. Dennis B. Gillings, founder of Quintiles, who services as the lead director

4. A director of IMS Health or Quintiles designated by TPG Shareholders (a former Quintiles director has been appointed)

5. A director of IMS Health or Quintiles designated by TPG Shareholders (a former IMS Health director has been appointed)

6. A director of IMS Health designated by CPP Shareholders (an existing IMS Health stockholder)

7. A director of IMS Health designated by LG Shareholders (an existing IMS Health stockholder)

8. A director of Quintiles designated by Bain Shareholders (an existing Quintiles shareholder)

9. An independent director of Quintiles designated by Quintiles

10. 11.

12. An independent director of IMS Health designated by IMS Health

In addition, the composition of the standing committees of the board of directors was balanced between legacy Quintiles and legacy IMS Health directors as follows:

Audit Committee: two former Quintiles directors, two former IMS Health directors, and the chair would be appointed jointly by the continuing Quintiles and IMS Health directors.

Nominating and Governance Committee: two former Quintiles directors, two former IMS Health directors, and the chair appointed by the continuing Quintiles directors.

Leadership Development and Compensation Committee: two former Quintiles directors, two former IMS Health directors, and the chair appointed by the continuing IMS Health directors.

Pursuant to the combined entity’s Bylaws, these governance arrangements remain in effect through the second annual meeting of stockholders following completion of the transaction.

Based on these governance arrangements, particularly the fact that former Quintiles directors represented a majority of the combined entity’s board immediately following completion of the transaction, management concluded that this factor was indicative of control by Quintiles.

The relative voting rights in the combined entity after the business combination. The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities. (55-12(a))

IMS Health stockholders owned 51.2% of the combined entity (as compared to 48.8% owned by Quintiles stockholders) on a fully diluted basis immediately following the merger. The relative voting rights are not a factor that indicate Quintiles as the acquirer; however, management concluded that the relatively close ownership split was not a factor that, taken on its own, was considered a strong indicator of a controlling financial interest. Management therefore considered other factors discussed herein as having equal or greater weight in its assessment of the accounting acquirer.

In addition, the governance provisions of the merger agreement and related entity governance documents provide that the board of directors of the surviving corporation will include equal representation from each of the constituent corporations, and should any of the director designees from a constituent corporation or specified shareholder group cease to be a member of the board prior to the second annual meeting of shareholders following the merger, a majority of the remaining director designees of such constituent corporation, or such shareholder group, will have the right to appoint a replacement. Consequently, the holders of a majority of equity ownership cannot effectively appoint a majority of the directors during this time period.

The terms of the exchange of equity interests—The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities. (55-12(e))

The exchange ratio was negotiated by the board to be at market with the intention that the shareholders of neither company would receive a premium. As a result this indicator is not determinative.

The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest—The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity. (55-12(b))

Management evaluated whether the existence of a large minority voting interest (if no other owner or organized group has a significant voting interest) should be considered, noting the fact that the largest stockholder (TPG, a private equity firm) of IMS Health beneficially owned 33.6% of IMS Health common stock; however, it also recognized that TPG beneficially owned 6% of Quintiles common stock, resulting in beneficial ownership of approximately 21% after completion of the transaction. Further, the three largest stockholders of IMS Health beneficially owned approximately

53% of its common stock, while the three largest shareholders of Quintiles beneficially owned approximately 25% of its common stock, resulting in beneficial ownership by those shareholders collectively of approximately 40% after completion of the transaction. However, as noted above, those shareholders entered into governance documents including a shareholders agreement to provide for director representation, registration rights and transfer restrictions. Management therefore concluded that this factor did not influence the determination of the accounting acquirer.

In a business combination involving more than two entities, determining the acquirer shall include a consideration of, among other things, which of the combining entities initiated the combination, as well as the relative size of the combining entities, as discussed in the preceding paragraph. (55-14)

Not applicable. This business combination did not involve more than two entities.

A new entity formed to effect a business combination is not necessarily the acquirer. If a new entity is formed to issue equity interests to effect a business combination, one of the combining entities that existed before the business combination shall be identified as the acquirer by applying the guidance in paragraphs 805-10-55-10 through 55-14. In contrast, a new entity that transfers cash or other assets or incurs liabilities as consideration may be the acquirer. (55-15)

Not applicable. A new entity was not formed to effect the business combination.

Conclusion

Based on the analysis above, management concluded that taking into account all of the enumerated factors, Quintiles was the accounting acquirer, with a particular emphasis on the fact that Quintiles is the equity issuer and the acquirer for legal purposes.

Management concluded that there were not enough factors with substantive weighting to indicate that this transaction should be accounted for as a reverse acquisition with Quintiles as the legal acquirer and IMS Health as the accounting acquirer. As a result of the foregoing, management of Quintiles and IMS Health both concluded that Quintiles was the accounting acquirer.

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We hope that the foregoing has been responsive to the Staff’s comment. Should the Staff have any questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss them prior to the distribution of another comment letter. If you have any questions or comments regarding the above information, do not hesitate to contact the undersigned at (919) 998-2000.

Read in the reply ↗

We note the statement on page 32 that shareholders will be deemed to have notice of and consented to the provision renouncing any interest or expectancy in certain corporate opportunities of an affiliate. Please advise us of any significant legal limitations on the enforceability of such consent.

No reply letter found.

We note that the surviving corporation renounces any interest in business opportunities of TPG and other shareholders. We also note disclosure of shareholders’ significant influence over the corporation, including control over decisions that require the approval of shareholders.

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Additionally, we note the roles played by affiliates of TPG, which owns a significant percentage of both entities, who are also directors of IMS and Quintiles. Given such factors, please revise pages 61 and 75 to disclose what consideration, if any, each board of directors gave to whether the negotiations may not be deemed arm’slength.

No reply letter found.

Please revise to clarify the differences between the operations conducted by Quintiles and IMS. In this regard, we note that the following industry jargon does not clearly explain the companies’ respective operations or intended post-merger operations: “data management and projection methodologies,” “data management, analytics and technology,” “clinical side,” “commercial side,” “secondary data management and

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analytics,” “evidence capabilities,” “advanced clinical and commercial analytics,” and “differentiated and diversified solutions to address massive unmet needs.” Your revised disclosure should clarify how the combined entity’s operations are expected to change how Quintiles and IMS currently conduct business. In this regard, we note your disclosure that in October 2015 IMS Health Holdings and Quintiles entered into a strategic relationship. Please explain in the Background of the Merger the extent to which the strategic relationship was mean to or did accomplish business goals that overlap with the intended synergies of the merger.

No reply letter found.

Please revise to clarify when an exchange ratio was initially proposed and the underlying factors for determining it. For example, we note that the market capitalizations of the companies at the time of the initial negotiations might suggest a different ratio than the market capitalizations at the time of the agreement.

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It also appears that a ratio based on revenue contribution would result in a significantly different ratio. Please revise accordingly.

No reply letter found.

We note the statement on page 52 that the Quintiles committee began to form preliminary views on how it would like to see how the governance issues would be resolved “in the context of a merger of equals.” Please clarify how the proposal to conduct a merger of equals, as opposed to other types of transactions, was generated and negotiated.

No reply letter found.

We note your disclosure throughout the background section that “certain governance and social issues” were discussed at numerous meetings, starting on February 11, 2016 and ending on April 30, 2016. Please identify the material governance and social issues discussed at each meeting and summarize material decisions made with respect to these issues.

No reply letter found.

We note the discussions that the IMS Board of Directors preferred to have IMS as the surviving corporation during the April 13, 2016 meeting. We also note during the April 26, 2016 IMS Board of Directors meeting, the Board decided it would be beneficial to have Quintiles be the surviving company for reasons related to the debt structure of each company.

Rest of the question

Please briefly explain the specific debt structure and rationale underlying this decision.

No reply letter found.

We note your disclosure on page 54 that at an April 7, 2016 Quintiles Board meeting alternative transactions and alternative opportunities were discussed. Please elaborate upon why those alternatives were not pursued. Refer to comment 3 above regarding the strategic relationship.

No reply letter found.

We note your disclosure regarding the presentations made by your financial and legal advisors. Please supplementally provide us with copies of any materials, such as board books, used in the presentations to the IMS Health Board of Directors or the Quintiles Board of Directors. We may have additional comments after reviewing these materials.

No reply letter found.

We note the disclosure of the amended employment agreement with Thomas Pike. Please confirm that the material terms are disclosed in the proxy statement/prospectus.

No reply letter found.

We note your statement that the merger agreement is included but “not intended to provide any factual information about Quintiles or IMS.” Please revise to remove any potential implication that the referenced merger agreement does not constitute public disclosure under the federal securities laws.

No reply letter found.

It appears that disclosure on pages 14-16 and 39-48 repeats information provided elsewhere. Please revise to minimize repetition.

No reply letter found.

We note your revised disclosure stating that an amended complaint was filed in a class action lawsuit. Please supplementally provide us with a copy of the complaint.

In response to the Staff’s comment, the amended complaint will be provided to the Staff under separate cover from the Company’s legal counsel on a supplemental basis and is not to be filed with, deemed part of or included in the Revised Joint Proxy Statement or any amendment thereto. Read in the reply ↗

We note your response to comment 4. Please revise the reference to “most objective method to determine relative value” to address any other methods considered by the parties, including the extent to which they discussed a method based on relative contributions of revenue and discounted cash flow.

Rest of the question

For any such alternative methods discussed, please clarify the extent to which they suggested a significantly different implied exchange ratio than the one agreed to by the parties. Additionally, briefly explain the “appropriate framework for calculating the exchange ratio” that was discussed.

In response to the Staff’s comment, we revised the disclosure contained on page 55 of the Preliminary Joint Proxy Statement to make clear the nature and substance of the parties’ discussions that the transaction should be structured as a merger-of-equals based on market prices. We also advise the Staff that the parties did not discuss with each other any alternative methods to determine the exchange ratio other than market prices, and specifically, the parties did not discuss determining the exchange ratio based on relative contribution of revenues or discounted cash flows.

Rest of the answer

We also revised page 58 of the Preliminary Joint Proxy Statement to remove the ambiguity created by use of the word “framework.”

Read in the reply ↗

We note your response to comment 5. We reissue the comment in part. Specifically, please clarify the extent to which the companies discussed alternatives to a merger of equals. If alternatives were discussed, please clarify why the companies decided to pursue a merger of equals.

In response to the Staff’s comment, we advise you that the parties did not discuss alternatives to a merger of equals. We have revised the disclosure on pages 50 and 51 of the Preliminary Joint Proxy Statement to make clear that the earliest discussions between the parties focused on a merger of equals. Read in the reply ↗

We note your response to comment 7. To provide context for the discussion of “surviving company” here and elsewhere, please revise the Summary to further clarify the deal structure. Consider using a graph to illustrate the companies, jurisdictions and relative ownership of significant and public shareholders before and after closing.

In response to the Staff’s comment, the Preliminary Joint Proxy

Statement has been revised to provide additional disclosure on page 11. Read in the reply ↗

We note that the IMS Health proxy does not include Proposal 4 from the Quintiles proxy. Please advise whether the increase in authorized shares is limited to the number of shares expected to be issued in the transaction. Additionally, advise us what consideration you gave to including the corporate opportunity waiver provision. See Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretation 201.01.

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Please also advise us why the corporate opportunities provision is not addressed in Comparison of Rights of Holders of Quintiles Delaware’s Stock and IMS Health’s Stock on page 176.

The Company advises the Staff that the increase in the number of authorized shares is 100,000,000, while the number of shares expected to be issued in the transaction is approximately 132,746,990, based on the shares outstanding as of May 27, 2016. Because the increase in authorized shares of the surviving corporation will be less than the number of shares expected to be issued in the transaction, we respectfully submit to the Staff that no separate proposal with respect to the increase in authorized shares of the surviving corporation is required to be voted on by the IMS

Health

Rest of the answer

stockholders. See Exchange Act Rule 14a-4(a)(3) Compliance and Disclosure Interpretation 201.01.

Similarly, we respectfully submit to the Staff that no separate proposal is required to be voted on by either Quintiles’ shareholders or IMS Health’s stockholders with respect to the proposed corporate opportunities provision in the surviving corporation’s certificate of incorporation. Each of the existing Articles of Incorporation of Quintiles and the existing Certificate of Incorporation of IMS Health contain a nearly identical corporate opportunities provision that exempts from business opportunity restrictions under applicable law certain shareholders (and their affiliates) of Quintiles and IMS Health, respectively—namely, the Bain Shareholders and the TPG-Q Funds with respect to Quintiles and the TPG-I Funds, the CPP Shareholder and the

LGP Shareholder with respect to IMS Health. The proposed corporate opportunity provision of the surviving corporation does not substantively affect the rights of either Quintiles’ shareholders or IMS Health’s stockholders as it exempts these same shareholders from the same business opportunity restrictions under applicable law. As such, we submit no separate proposal is required to be voted on with respect to the proposed corporate opportunities provision. See id.

In addition, in response to the Staff’s comment regarding why the corporate opportunity waiver was not included in the Preliminary Joint

Proxy Statement, the Preliminary Joint Proxy Statement has been revised to provide additional disclosure on pages 176 and 193 with respect to the corporate opportunities provisions.

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In connection with this response letter, we hereby acknowledge that:

• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Read in the reply ↗