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Afya Ltd — Regulatory Filings 2019
Apr 8, 2019
31975_rns_2019-04-08_afb30e18-903f-4c72-a3d7-e0d6ceaf6bae.zip
Regulatory Filings
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New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong
Manuel Garciadiaz
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 6095 tel 212 450 6858 fax [email protected]
April 8, 2019
Re: Afya Limited Confidential Submission of the Draft Registration Statement on Form F-1 Submitted April 8, 2019
U.S. Securities and Exchange Commission
Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549
Ladies and Gentlemen:
On behalf of our client, Afya Limited (the “Company”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, which was incorporated in March 2019, we have confidentially submitted a draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering ( “IPO”) of the Company’s Class A common shares via EDGAR to the Securities and Exchange Commission (the “Commission”) for confidential review pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”).
For the staff’s convenience, we have also enclosed three copies of the Draft Registration Statement, as confidentially submitted on EDGAR. The Company confirms that it is an “emerging growth company”, as defined in the JOBS Act and its securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”).
Prior to the launch of the IPO, the shareholders of Afya Participações S.A. (“Afya Brazil”) will contribute substantially all of the shares of Afya Brazil to the Company in exchange for shares in the Company.
A formal filing of the Registration Statement will be made at a later date, which in no event will be later than 15 days before the Company commences its road show.
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2 April 8, 2019
We note that the Company submitted a request for a waiver from the Staff of the Division of Corporation Finance pursuant to Rule 3-13 of Regulation S-X, so that the Company may omit the financial statements of two entities that the Company believes would otherwise be required by Rule 3-05(b) of Regulation S-X.
The review partner for this submission at the Company’s audit firm, Ernst & Young Auditores Independentes S.S., is Flávio A. Machado, who can be reached at +55 31 3232 2100. Please do not hesitate to contact me at 212-450-6095 or [email protected] or Konstantinos Papadopoulos at 212-450-6189 or [email protected] if you have any questions regarding the foregoing or if I can provide any additional information.
Very truly yours,
/s/ Manuel Garciadiaz Manuel Garciadiaz
cc: Virgilio Deloy Capobianco Gibbon, Chief Executive Officer, Afya Limited
Luciano Toledo de Campos, Chief Financial Officer, Afya Limited
Flávio A. Machado, Ernst & Young Auditores Independentes S.S.
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