SEC Comment Letter for FARMER BROTHERS CO (FARM) (CIK 0000034563) (FARM) — Aug 19, 2016
FARMER BROTHERS CO (FARM) (CIK 0000034563)
Date: Aug. 19, 2016 · CIK: 0000034563 · Accession: 0000000000-16-089390
AI Filing Summary & Sentiment
File numbers found in text: 333-213132
Letter
Mail Stop 4628 August 19, 2016 Michael H. Keown President and Chief Executive Officer Farmer Bros. Co. 13601 North Freeway, Suite 200 Fort Worth , TX 76177
Re: Farmer Bros. Co. Registration Statement on Form S-3 Filed August 15 , 2016 File No. 333-213132
Dear Mr. Keown :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of t he effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclos e the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the ad equacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the Unit ed States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation
Michael H. Keown Farmer Bros. Co. August 19, 2016 Page 2
of the fact that those requesting acceleration are a ware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Karina V. Dorin, Attorney -Advisor , at (202) 55 1-3763 with any questions.
Sincerely,
/s/ Loan Lauren P. Nguyen for
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Mail Stop 4628 August 19, 2016 Michael H. Keown President and Chief Executive Officer Farmer Bros. Co. 13601 North Freeway, Suite 200 Fort Worth , TX 76177 Re: Farmer Bros. Co. Registration Statement on Form S-3 Filed August 15 , 2016 File No. 333-213132 Dear Mr. Keown : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of t he effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclos e the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the ad equacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the Unit ed States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation Michael H. Keown Farmer Bros. Co. August 19, 2016 Page 2 of the fact that those requesting acceleration are a ware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Karina V. Dorin, Attorney -Advisor , at (202) 55 1-3763 with any questions. Sincerely, /s/ Loan Lauren P. Nguyen for H. Roger Schwall Assistant Director Office of Natural Resources