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Via Facsimile (212) 751-4864 and U.S. Mail
Peter Labonski, Esq.
Latham & Watkins LLP July 27, 2006
885 Third Avenue
New York, New York 10022
(212) 906-1200
RE: Integra Lifesciences Holdings Corporation
Schedule TO-I
Date Filed: July 17, 2006
File No. 005-45421
Dear Mr. Labonski:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in response
to these comments. If you disagree, we will consider your
explanation as to why any comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing this information, we may or may not raise additional
comments.
Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect
of our review. Feel free to call us at the telephone number listed
at the end of this letter.
Schedule TO
Summary, page 2
1. Please eliminate the phrase from the second paragraph that the
summary "is qualified in its entirety" by reference to the terms
of the offer described more fully in the offer to exchange and in the
related letter of transmittal. The qualification suggests that the
offer summary may not be materially complete. Note that this
language is also inappropriately used in other places in the
document with respect to summary of various agreements including at
pages 30, 58, and 71. Please revise accordingly.
New Notes, page 5
2. Please revise your characterization of the information in the
summary as "not complete." The summary term sheet must describe
the most material terms of the proposed transaction. The summary term
sheet must provide security holders with sufficient information to
understand the essential features and significance of the proposed
transaction. Please see Item 1 of Schedule TO and Item 1000 of
Regulation M-A. Such summary may not be characterized as
incomplete.
Summary Comparison of the Old Notes and the New Notes, page 10
3. In a prominent location in this comparison chart, please
include a subordination entry, that details the differences of the
priority of the new notes, as described on pages 43-46, with the priority
of the old notes, if any. Further, we believe that if such differences
exist, you should add disclosure on such matter in your risk
factor on page 27.
Important Reservation of Rights Regarding the Offer, page 34
4. The staff believes that all conditions to the offer, except
those conditions subject to regulatory approvals, must be satisfied or
waived prior to expiration of the offer. Because the language in
the penultimate bullet of this section states that the offeror may
waive any of the conditions at any time, both before and after the
expiration, it appears the offeror intends for its conditions to
survive offer expiration. Please revise here and throughout your
disclosure to make clear that all conditions to the offer, other
than those conditions dependent upon the receipt of government
approvals, will be raised or asserted prior to offer expiration.
Conditions of the Offer, page 36
5. We note your statement on page 36, regarding the conditions,
that "[a]ny determination by us concerning the events described above
will be final and binding upon all parties." Please revise this
sentence to more precisely define its scope. It appears that your
interpretation of the terms of the tender offer may not
necessarily be final and binding on all persons. For example, while
you may assert an offer condition when it is triggered, when parties
contest asserted conditions, the judgments of courts of law are generally
considered final and binding in such matters. Please make
corresponding changes throughout your document including on page
36.
Closing Comments
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the company is in possession of all facts relating to the
company`s disclosure, it is responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging that:
* The company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of the Division of Corporation Finance in our review of your filings
or in response to our comments on your filing.
Please file an amended Schedule TO in response to these
comments. In addition, please furnish a cover letter that keys
your responses to our comments and provides any supplemental
information we requested. This letter should be filed on EDGAR as
correspondence. If you believe complying with a comment is not
appropriate, tell us why in your letter. You should be aware that
we might have additional comments based on your responses. Please
direct any questions regarding the comments to me in the Office of
Mergers and Acquisitions at (202) 551-3257 or by facsimile at
(202) 772-9203.
Very truly yours,
Celeste M. Murphy
Special Counsel
Office of Mergers & Acquisitions