IQVIQVIA

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.

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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.

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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.

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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.

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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

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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 ↗