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COHERENT CORP. Regulatory Filings 2021

May 4, 2021

30355_rns_2021-05-04_ca768d0a-ff38-49be-8660-9130479d255b.zip

Regulatory Filings

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CORRESP 1 filename1.htm Acceleration Request

II-VI INCORPORATED

375 Saxonburg Boulevard

Saxonburg, Pennsylvania 16056

May 4, 2021

Via EDGAR

Division of Corporation Finance

Office of Life Sciences

100 F. Street, N.E.

Washington, D.C. 20549

RE: II-VI Incorporated

Registration Statement on Form S-4

File No. 333-255547

Dear Staff of the Division of Corporation Finance:

Reference is made to the Registration Statement on Form S-4 (File No. 333-255547) (the “ Registration Statement ”) filed by II-VI Incorporated (the “ Company ”) with the U.S. Securities and Exchange Commission on April 27, 2021, as amended on May 4, 2021.

The Company hereby requests the Registration Statement be declared effective at 4:00 p.m., Eastern Time, on May 6, 2021, or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

Please contact Andrew J. Nussbaum at (212) 403-1269 or by email at [email protected] or Karessa L. Cain at (212) 403-1128 or by email at [email protected] with any questions you may have concerning this request. In addition, please contact any of the foregoing when this request for acceleration has been granted.

Sincerely,
II-VI INCORPORATED
By: /s/ Jo Anne Schwendinger
Name: Jo Anne Schwendinger
Title: Chief Legal and Compliance Officer and Secretary

cc: Bret DiMarco, Coherent, Inc.

Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz

Karessa L. Cain, Wachtell, Lipton, Rosen & Katz

D. Mark McMillan, K&L Gates LLP

Jeffrey W. Acre, K&L Gates LLP

Michael S. Ringler, Skadden, Arps, Slate, Meagher & Flom

Sonia K. Nijjar, Skadden, Arps, Slate, Meagher & Flom