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Peter Seligson To
Call Writer Directly: peter.seligson@kirkland.com
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601 Lexington Avenue New York, NY 10022 United States
+1 212 446 4800
www.kirkland.com
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Facsimile: +1 212 446 4900 |
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VIA EDGAR |
June 29, 2022
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| Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Stacey K. Peikin Lilyanna Peyser Tony Watson Adam Phippen |
| Re: | Vector Holding, LLC |
Amendment No. 4 to Registration Statement on Form S-4
Filed June 27, 2022
File No. 333-262203
Ladies and Gentlemen:
On behalf of our client, Vector Holding, LLC (the “Registrant”), we set forth below the Registrant’s response to the letter, dated June 28, 2022, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 4 to Registration Statement on Form S-4 filed by the Registrant on June 27, 2022 (the “Registration Statement”).
In order to facilitate your review, we have restated the Staff’s comment in this letter, and we have set forth the Registrant’s response immediately below the Staff’s comment.
In addition, the Registrant has revised the Registration Statement in response to the Staff’s comment and is filing an amendment to the Registration Statement (the “Amendment”) concurrently with this letter, which reflects the revisions and clarifies certain other information. The page numbers in the text of the Registrant’s response correspond to the page numbers in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment.
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Securities and Exchange Commission
June 29, 2022
Page 2
Amendment No. 4 to Registration Statement on Form S-4 filed June 27, 2022
Certain Engagements in Connection with the Business Combination and Related Transactions, page 157
| 1. | Staff’s comment: We note your disclosure in response to comment 1. Expand the discussion to disclose that Loop Capital Markets LLC was an underwriter in CCNB's initial public offering and disclose the amount of fees paid or payable to Loop Capital Markets LLC in connection with its advisory services in providing strategic and financial advice to CCNB in connection with effecting the Business Combination. |
Response: The Registrant respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 157 and 158 of the Amendment.
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned (by telephone at (212) 446-4756 or by email at peter.seligson@kirkland.com).
| Sincerely, | |
| /s/ Peter Seligson | |
| Peter Seligson |
VIA EDGAR
| cc: | Chinh E. Chu Vector Holding, LLC
Craig Peters Getty Images, Inc.
James R. Griffin Kyle C. Krpata |