Securities Act of 1933
Section 3(a)(10)

July 15, 2016

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings defined in your letter.

The Division will not recommend enforcement action to the Commission if, pursuant to the Redomestication, Avadel plc, in reliance on your opinion of counsel that the exemption under Section 3(a)(10) of the Securities Act of 1933 is available, issues Avadel plc ordinary shares to holders of Flamel ordinary shares, and Avadel plc ADSs, including the Avadel plc ordinary shares underlying those ADSs, to holders of Flamel ADSs, without registration under the Securities Act. In reaching this position, we have noted that:

• the Irish High Court will conduct a hearing on the fairness of the Redomestication to the holders of Flamel ordinary shares, including holders of Flamel ordinary shares as evidenced by Flamel ADSs, which meets the requirements of Directive 2005/56/EC (Directive 56)
   
• the Irish High Court’s approval of the fairness of the terms and conditions of the Redomestication to the holders of Flamel ordinary shares, including those underlying Flamel ADSs, is a prerequisite to the Merger and Avadel plc’s issuance of its ordinary shares and ADSs, including the ordinary shares underlying the Avadel plc ADSs, pursuant to the Redomestication and Directive 56;
   
• all prospective recipients of Avadel plc ordinary shares and Avadel plc ADSs will receive notice of the hearing regarding the Redomestication and will have the opportunity to appear at the hearing; and
   
• Flamel will advise the Irish High Court before the hearing that, if the Irish High Court approves the terms and conditions of the Redomestication, its sanctioning of the Redomestication will constitute the basis for the issuance of the Avadel plc ordinary shares and Avadel plc ADSs, including the Avadel plc ordinary shares underlying those ADSs, pursuant to the Redomestication, without registration under the Securities Act, in reliance on the exemption from registration provided by Securities Act Section 3(a)(10).

Further, the Division is of the view that the Avadel plc ordinary shares and Avadel plc ADSs, including the Avadel plc ordinary shares underlying those ADSs, received pursuant to the Redomestication will not be “restricted securities” within the meaning of Securities Act Rule 144(a)(3). The Division is also of the view that recipients of the Avadel plc ordinary shares and Avadel plc ADSs, including the Avadel plc ordinary shares underlying those ADSs, issued pursuant to the Redomestication may resell those securities as follows:

• persons who are not affiliates of Flamel and have not been affiliates of Flamel within 90 days of consummation of the Redomestication may sell Avadel plc ordinary shares and ADSs received pursuant to the Redomestication withoutregard to Rule 144 under the Securities Act; and
   
• persons who are affiliates of Flamel may sell Avadel plc ordinary shares and ADSs received pursuant to the Redomestication in accordance with the provisions of Rule 144.

These positions are based upon the representations made in your letter to the Division. Any different facts or conditions might require a different conclusion. Moreover, regarding whether the Section 3(a)(10) exemption from registration is available for the Avadel plc securities to be issued pursuant to the Redomestication, this response expresses the Division's position on enforcement action only and does not express a legal position on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2016/flameltechnologies071516-3a10.html