By EDGAR

June 22, 2023

Ms. Christina Chalk

Senior Special Counsel, Office of Mergers and Acquisitions

Mr. Blake Grady

Special Counsel, Office of Mergers and Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Ms. Chalk and Mr. Grady:

This letter responds to the comments contained in the letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated June 16, 2023, with respect to the Tender Offer Statement on combined Schedule TO and Schedule 13E-3 (File No. 005-80508), filed by Itaú Unibanco Holding S.A. (“IUH”) and ITB Holding Brasil Participações Ltda. (“Purchaser”) with the Commission on June 6, 2023 (the “Schedule TO”), and is submitted on behalf of IUH and Purchaser. Concurrently with the delivery of this letter, IUH and Purchaser have filed with the Commission an amendment to the Schedule TO (“Amendment No. 1”).

For the convenience of the Staff, the comments contained in the Staff’s comment letter appear below in bold. IUH and Purchaser’s response to each comment immediately follows the applicable comment. Except where indicated otherwise, references in the responses to page numbers are to pages of the U.S. Offer to Purchase filed as Exhibit (a)(1)(A) to the Schedule TO (the “U.S. Offer to Purchase”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning given to them in the U.S. Offer to Purchase.

Settlement of the U.S. Offer Price, page iii

Response: Purchaser intends to conduct the U.S. Offer and the Chilean Offer concurrently and intends for the U.S. Offer and the Chilean Offer to expire on the same day. Due to differing regulations under Chilean and U.S. regulatory schemes, it is possible (although not anticipated) that the Chilean Offer could expire on a date that is prior to the Expiration Date. If this occurs, there is a possibility that payment for Common Shares tendered into the Chilean Offer could be made before payment for Shares tendered into the U.S. Offer.

If the Expiration Date occurs after the expiration date of the Chilean Offer and at least two business days prior to the Settlement Date, Purchaser undertakes to make payment for Shares tendered into the U.S. Offer on the Settlement Date. If the Expiration Date occurs one business day prior to the Settlement Date or later, Purchaser will make payment for Shares tendered into the U.S. Offer no later than promptly after the expiration of the U.S. Offer.

We respectfully submit that the terms of the U.S. Offer are at least as favorable as those of the Chilean Offer notwithstanding a possible delay in the settlement of the U.S. Offer because an extension of the U.S. Offer would afford holders tendering into the U.S. Offer additional time (not available to holders tendering into the Chilean Offer) to evaluate and respond to any material change to the terms of the U.S. Offer.

In response to the Staff’s comment, we have revised the Schedule TO, in the relevant portions of the U.S. Offer to Purchase and all other ancillary exhibits, to include the following disclosure:

“If the Expiration Date occurs after the expiration date of the Chilean Offer and at least two business days prior to the Settlement Date, Purchaser undertakes to make payment for Shares tendered into the U.S. Offer on the Settlement Date. If the Expiration Date occurs one business day prior to the Settlement Date or later, Purchaser will make payment for Shares tendered into the U.S. Offer no later than promptly after the Expiration Date. In the event that the U.S. Offer expires one business day prior to the Settlement Date or later, the U.S. Offer Price paid to holders of Shares will be converted into U.S. dollars based on the Observed Exchange Rate published by the Central Bank of Chile in the Official Gazette of Chile on the Expiration Date.”

What are the differences between the U.S. Offer and the Chilean Offer?, page v

Response: In accordance with article 211 of the Chilean Securities Act, tenders of Common Shares into the Chilean Offer may be withdrawn at any time prior to the expiration of the Chilean Offer. Tenders of Common Shares and ADSs made pursuant to the U.S. Offer may be withdrawn at any time prior to the Expiration Date, which is intended by Purchaser to coincide with the expiration date of the Chilean Offer.

In accordance with article 212 of the Chilean Securities Act, on the third Chilean calendar day following the expiration of the Chilean Offer, Purchaser must publish the notice of acceptance of the Chilean Offer. If Purchaser fails to comply with such obligation (this is not anticipated), tenders of Common Shares into the Chilean Offer may also be withdrawn after expiration of the Chilean Offer. Purchaser intends to comply with its obligations under the Chilean Securities Act and publish the notice of acceptance of the Chilean Offer on the third Chilean calendar day following the expiration of the Chilean Offer. Purchaser does not envisage a scenario where the withdrawal rights in the Chilean Offer would extend beyond those provided in the U.S. Offer. In the event that withdrawal rights in the Chilean Offer are reinstated for a period after the expiration of the Chilean Offer (this is not anticipated), Purchaser will clarify in the offer materials that tenders of Shares into the U.S. Offer may be withdrawn during the same period.

In response to the Staff’s comment, we have revised the Schedule TO, in the relevant portions of the U.S. Offer to Purchase and all other ancillary exhibits, to include the following disclosure:

“If withdrawal rights in the Chilean Offer are reinstated for a period after the expiration of the Chilean Offer, we will announce such reinstatement by giving notice to The Bank of New York Mellon, followed as promptly as practicable by a public announcement thereof (which, in any event, will be made no later than 9:00 a.m., New York City time), on the first business day on which such withdrawal rights are reinstated. During any period after the expiration of the Chilean Offer in which the withdrawal rights applicable to tenders of Common Shares into the Chilean Offer are reinstated, tenders of Shares into the U.S. Offer may be withdrawn in accordance with the terms of this U.S. Offer to Purchase.”

Purpose of and Reasons for the U.S. Offer; Plans for the Company After the U.S. Offer, page 6

Response: In response to the Staff’s comment, the relevant disclosure has been amended as part of Amendment No. 1 as follows:

“IUH and Purchaser are making the Offers to acquire up to all of the outstanding Common Shares (including Common Shares represented by ADSs) not owned directly or indirectly by IUH and/or its affiliates, consistent with IUH’s aim to deploy more capital in Chile and to continue to increase the weight of markets with structural growth in IUH’s business portfolio within Chile. IUH and Purchaser consider Chile a core market for their activities in Latin America and are confident in its long-term fundamentals and economic growth potential. IUH and Purchaser see attractive growth potential within the Chilean market and believe that increasing their percentage ownership of the Company is a desirable means of advancing IUH’s aim of increasing its business investment in Chile.”

Response: In response to the Staff’s comment, Amendment No. 1 amends the U.S. Offer to Purchase to add the following disclosure as a new subsection of the section entitled “Special Factors — Section 4. Effects of the U.S. Offer”:

“Primary Benefits and Detriments of the Offers

The following discussion of the benefits and detriments of the Offers is not intended to be exhaustive and includes only the material factors considered by IUH and Purchaser. In view of the variety of factors considered in connection with their evaluation of the transaction, IUH and Purchaser did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determination.

The primary benefits of the Offers to the Company’s Unaffiliated Shareholders include the following:

The primary detriments of the Offers to the Company’s Unaffiliated Shareholders include the following:

The primary benefit of the Offers to IUH and Purchaser include the following:

The primary detriment of the Offers to IUH and Purchaser include the following:

The primary detriment of the Offers to the Company and its Affiliates include the following:

Response: IUH and Purchaser’s use of the phrase “by extending the Offers at this time” was intended to convey IUH and Purchaser’s belief that the price offered to Unaffiliated Shareholders is fair in light of the factors referenced in the preceding sentences of the disclosure. In response to the Staff’s comment, Amendment No. 1 amends the U.S. Offer to Purchase to add the following paragraph to the section entitled “Special Factors — Section 2. Purpose of and Reasons for the U.S. Offer; Plans for the Company After the U.S. Offer”:

“As discussed in “Special Factors — 1. Background of the Offers,” as part of the regular review of IUH’s businesses, IUH’s management reviews its long-term strategic goals and potential ways to address strategic imperatives and industry developments, which includes its equity participation in investees such as the Company. Since April 2016, when the merger that resulted in the creation of the Company (as the surviving entity) was consummated, IUH (through its affiliates) has been the controlling shareholder of the Company and has gradually overtime increased its equity ownership of the Company as a result of contractual obligations (including the exercise of put options) under then existing agreements (including a shareholder agreement) with Corp Group and certain of its affiliates. Corp Group and certain of its affiliates ceased to be a shareholder of the Company as a result of the filing by Corp Group and certain of its affiliates for protection under chapter 11 of the United States Bankruptcy Code in June 2021. In connection with the termination of Corp Group and its affiliates’ ownership of shares of the Company in July 2022, a number of contractual obligations applicable to IUH and its affiliates after the merger ceased to exist, which contributed, from a timing perspective, together with the other factors described under “Special Factors — 3. Fairness of the U.S. Offer” (including general economic environment, the availability of cash at hand for payment of the U.S. Offer Price and fair pricing), to IUH and Purchaser’s decision to proceed with the Offers at this time.”

Fairness of the U.S. Offer., page 8

Response: In response to the Staff’s comment, the relevant disclosure has been amended as part of Amendment No. 1 as follows:

“Based on the foregoing considerations, IUH and Purchaser believe that, although IUH and Purchaser will receive all or substantially all of the benefits of any actual improvements in the earnings of the Company in the future if the Offers are completed, IUH and Purchaser will also bear all or substantially all of the risk of the Company going forward, including the risk that improvements in the Company’s earnings will not materialize as a result of new conditions or developments affecting the Company and the continued volatility of general market and economic conditions. In particular, there has been significant uncertainty in Chilean financial markets generally (the difference between the high and low quotes seen in the Índice de Precios Selectivo de Acciones was 27.6% in 2022) and a substantial decline in the equity markets, both in the U.S and Chile (the S&P 500 index lost over 18.0% in 2022). Accordingly, by extending the Offers at this time, IUH and Purchaser believe that IUH and Purchaser are offering Unaffiliated Shareholders a fair price considering the premiums being offered and the uncertainty for Unaffiliated Shareholders as to whether maintaining or increasing a current investment in the Company would prove in the future to be an optimal investment strategy.”

Response: In response to the Staff’s comment, the relevant disclosure has been amended as part of Amendment No. 1 as follows:

“In addition, the U.S. Offer is not conditioned upon the approval by a majority of the Unaffiliated Shareholders as, and the directors of the Company have not retained an unaffiliated representative to act solely on behalf of Unaffiliated Shareholders for purposes of negotiating the terms of the U.S. Offer and/or preparing a report concerning the fairness of the U.S. Offer. Chilean law does not require such Unaffiliated Shareholder approval, and IUH and Purchaser do not believe it is necessary or customary to have this procedural safeguard given that the U.S. Offer is otherwise procedurally fair to Unaffiliated Shareholders because:

Response: In response to the Staff’s comment, Amendment No. 1 amends the U.S. Offer to Purchase to add the following paragraph to the section entitled “Special Factors — Section 3. Fairness of the Offer”:

“Unaffiliated Shareholders who do not tender their Common Shares and/or ADSs may encounter a reduced public market for their Common Shares and/or ADSs since upon completion of the Offers, the number of Shares available and publicly traded will likely be further reduced. Purchaser and IUH have no current intention to de-list the Company’s ADSs from the NYSE; however, the ADSs may be de-listed if the Company fails to satisfy the NYSE’s continuing listing requirements. If that occurs, it could further adversely affect the liquidity and market value of the remaining Shares. If the ADSs are de-listed from the NYSE, we may seek to terminate the Deposit Agreement with the ADS Depositary, in which case holders of ADSs will have the right to receive Common Shares underlying ADSs upon surrender of ADSs and payment of applicable fees to the ADS Depositary. IUH and Purchaser believe that the U.S. Offer remains fair to Unaffiliated Shareholders who decide not to tender into the U.S. Offer as the Common Shares will continue to be listed on the Chilean Stock Exchanges and such holders will continue to have an interest in the Company and the opportunity to participate in the future earnings or growth, if any, of the Company.”

Response: In response to the Staff’s comment, the relevant disclosure has been amended as part of Amendment No. 1 as follows:

“The foregoing discussion of the information and factors considered by IUH and Purchaser in connection with the fairness of the U.S. Offer is not intended to be exhaustive, but IUH and Purchaser believe that it includes all material factors considered by them.”

Related Party Transactions, page 15

Response: We respectfully submit that the requested disclosure is not applicable, because: (i) with respect to the income received by the Company from (and expenses paid by the Company to) Itaú Unibanco during the fiscal years ending 2022 and 2021, the aggregate value of such income received by the Company from (and expenses paid by the Company to) Itaú Unibanco is not more than one percent of the Company’s consolidated revenues for those fiscal years (within the meaning of subsection (a)(1) of Item 1005 of Regulation M-A); and (ii) with respect to income received by the Company from (and expenses paid by the Company to) Itaú Unibanco during the fiscal year ending 2020, such income received by the Company from (and expenses paid by the Company to) Itaú Unibanco is not in connection with a transaction that occurred during the past two years (within the meaning of subsection (a) of Item 1005 of Regulation M-A). See pages F-7 through F-8 of the Company’s 2022 Form 20-F filed on April 27, 2023.

Risks of Tendering Common Shares in the Chilean Offer Instead of the U.S. Offer, page 15

Response: The above-referenced disclosure contains a drafting error. The conditions of the U.S. Offer and the Chilean Offer are identical. The terms of the U.S. Offer and Chilean Offer are substantially the same. To make this clearer, the relevant disclosure has been amended, in each place of the U.S. Offer to Purchase in which it appears, as part of Amendment No. 1 as follows:

“Although the terms and conditions of the U.S. Offer and the Chilean Offer are substantially the same and the conditions of the U.S. Offer and the Chilean Offer are identical, because of differences in law and market practice between the United States and Chile, the rights of tendering holders pursuant to the U.S. Offer and the Chilean Offer are not identical.”

Source and Amount of Funds, page 38

Response: In response to the Staff’s comment, Amendment No. 1 amends the U.S. Offer to Purchase to add the following sentence at the end of the section entitled “The U.S. Offer — Section 9. Source and Amount of Funds”:

“There are no alternative financing arrangements or alternative financing plans in the event that Purchaser does not have the necessary funds to pay the offer consideration and related fees and expenses.”

Conditions to the U.S. Offer, page 40

Response: In response to the Staff’s comment, the relevant disclosure has been amended as part of Amendment No. 1 as follows:

“The occurrence and/or existence of any of the foregoing conditions will be determined in our sole reasonable discretion.”

Response: In response to the Staff’s comment, the relevant disclosure has been deleted in its entirety as part of Amendment No. 1 as follows:

“The occurrence and/or existence of any of the foregoing conditions will be determined in our sole reasonable discretion. These conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions or may be waived (to the extent legally permissible) by us in whole or in part at any time and from time to time at our sole discretion.”

Response: In response to the Staff’s comment, the relevant disclosure has been amended as part of Amendment No. 1 as follows:

“The occurrence and/or existence of any of the foregoing conditions will be determined in our sole reasonable discretion. These conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any of these conditions or may be waived (to the extent legally permissible) by us in whole or in part at any time and from time to time at our sole discretion. Our failure at any time to exercise any of these rights shall not be deemed a waiver of any of these rights;, and the waiver of any of these rights with respect to particular facts and other circumstances shall not be deemed a waiver with respect to any other facts and circumstances; and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. If we waive a condition of the U.S. Offer, we will promptly disseminate such waiver to all shareholders of the Company (including ADS holders) in a manner reasonably designed to inform them of such waiver and extend the U.S. Offer as required by Rules 14d-4, 14d-6, and 14e-1 under the Exchange Act.”

General

Response: In response to the Staff’s comment, Amendment No. 1 amends the U.S. Offer to Purchase and all other relevant ancillary Schedule TO exhibits to extend the expiration of the U.S. Offer as follows:

“All references regarding the scheduled expiration of the U.S. Offer being “5:30 p.m., New York City time, on July 5, 2023” set forth in the U.S. Offer to Purchase, the ADS Letter of Transmittal, the Common Share Acceptance Form, the ADS Notice of Guaranteed Delivery, and the forms of letters attached as Exhibits (a)(1)(E) through (a)(1)(H) of the Schedule TO, are hereby amended and replaced with “one (1) minute past 11:59 p.m., New York City time, on July 5, 2023.””

Response: In response to the Staff’s comment, Amendment No. 1 amends the U.S. Offer to Purchase to delete the applicable reference to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 as follows:

“This U.S. Offer to Purchase contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.”

Response: In response to the Staff’s comment, the relevant disclosure has been amended as part of Amendment No. 1 as follows:

“All forward-looking statements included in this U.S. Offer to Purchase are made as of the date on the front cover of this U.S. Offer to Purchase and, unless otherwise required by applicable law,except as required by applicable law, including our obligation under Rules 14d-4 and Rule 14d-6(c) under the Exchange Act to promptly disseminate to shareholders of the Company (including ADS holders) any material change to our tender offer materials, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors.”

Response: We respectfully refer the Staff to the following sections of the U.S. Offer to Purchase, which contain the following disclosures regarding the handling of fees associated with tendering ADSs:

“Summary Term Sheet” Section, page vi:

“Will I have to pay any brokerage fees or commissions?

The ADSs have been issued under a facility created pursuant to the deposit agreement by and among the Company, The Bank of New York Mellon, acting as depositary (the “ADS Depositary”), and all holders from time to time of ADSs issued thereunder (such deposit agreement, as amended from time to time, the “Deposit Agreement”). If you are the record owner of ADSs on the books of the ADS Depositary and you tender your ADSs into the U.S. Offer, you will not have to pay brokerage fees or similar expenses. If you cancel your ADSs to tender Common Shares in the U.S. Offer or the Chilean Offer, you will have to pay cancellation fees to the ADS Depositary. See “The U.S. Offer — Section 3. Procedures for Tendering into the U.S. Offer.”

If you own your Common Shares or ADSs through a broker or other securities intermediary, and your broker or other securities intermediary tenders your Common Shares or ADSs on your behalf, your broker or other securities intermediary may charge you a fee for doing so. You should consult your broker or other securities intermediary to determine whether any charges will apply. See “The U.S. Offer — Section 3. Procedures for Tendering into the U.S. Offer.””

“Introduction” Section, pages 1-2:

“If you are the record owner of ADSs on the books of the ADS Depositary and you tender your ADSs in the U.S. Offer, you will not have to pay brokerage fees or similar expenses. If you own your Common Shares or ADSs through a broker, dealer, commercial bank, trust company or other securities intermediary, and your securities intermediary tenders your Common Shares or ADSs on your behalf, your securities intermediary may charge you a fee for doing so. You should consult your broker, dealer, commercial bank, trust company or other securities intermediary to determine whether any charges will apply. For more information, see “The U.S. Offer — Section 3. Procedures for Tendering into the U.S. Offer.”

If you are a holder of ADSs and you tender your ADSs in the U.S. Offer, you will not bear any cancellation fees payable to the ADS Depositary. If you cancel your ADSs to tender your Common Shares into the U.S. Offer or the Chilean Offer, you will have to pay cancellation fees to the ADS Depositary. For more information, “The U.S. Offer — Section 3. Procedures for Tendering into the U.S. Offer.””

Response: We have confirmed with Claro & Cia., Chilean counsel to Purchaser and IUH, that under article 208 of the Chilean Securities Act, the Chilean Offer must be made to all shareholders, including U.S. holders. Chilean law does not permit the exclusion of U.S. holders who hold Common Shares from participating in the Chilean Offer.

* * * * *

Please do not hesitate to contact me at (212) 848-4536, or my colleague Roberta Berliner Cherman at +55.11.3702.2245, with any questions or comments you may have.

Very truly yours,

/s/ George Karafotias

George Karafotias

Partner

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