SEC Comment Letter for MYR GROUP (MYRG) — Dec 24, 2015
MYR GROUP INC.
Date: Dec. 24, 2015 · CIK: 0000700923 · Accession: 0000000000-15-059449
AI Filing Summary & Sentiment
File numbers found in text: 001-08325
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE December 24, 2015 By E-Mail Andrew M. Freedman, Esq. Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022
Re: MYR Group Inc. Response to Comment Letter filed on December 22, 2015 Filed by Engine Capital Management, LLC, et. al. File No. 001-08325
Dear Mr. Freedman :
We have reviewed your responses and have the following comments. 1. We note your response to prior comment 1. Please tell us the source for your assertion that the company ’s EBITDA in 2017 will be between $80 and $90 million and that the cash balanc e in 2017 will be around $50 million. Also, explain to us why you are using 2017 figures instead of 2016 and confirm that in future similar disclosure you will clarify that the basis of your statements are amounts for 2017. Finally, conf irm that you will disclose that the basis for your EBITDA multiple is from the Pike Corporation ’s proxy statement in 2014. We may have further comments. 2. We note your response to prior comment 2 . With respect to the first bullet point, pleas e provide us additional information about the investments , such as when did you invest? What was the size of your investment? How were you an active security holder? How did you participate in taking two companies public? With respect to the fourth bullet point, confirm that any future similar disclosure will clarify that the basis for your statement is NOT the company ’s security holders and that you are solely inferring that the company ’s security holders would support a specific course of action based on market forces that are much broader than just the company ’s industry. With respect to the fifth bullet point, please confir m that any future similar discl osure will clarify that market to which you refer is significantly broader than the company ’s market .
Andrew M. Freedman, Esq. Olshan Frome Wolosky LLP December 24, 2015 Page 2
With respect the sixth bullet point, please confir m that any future similar discl osure will describe the basis for your belief relating to the company ’s balance sheet . With respect to the seven th bullet point, please provide us additional information about your discussions with industry participants . We reissue the eighth bullet point: we do not believe you have provided sufficient support for your prior discl osure .
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 24, 2015
By E-Mail
Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Re: MYR Group Inc.
Response to Comment Letter filed on December 22, 2015
Filed by Engine Capital Management, LLC, et. al.
File No. 001-08325
Dear Mr. Freedman :
We have reviewed your responses and have the following comments.
1. We note your response to prior comment 1. Please tell us the source for your assertion that
the company ’s EBITDA in 2017 will be between $80 and $90 million and that the cash
balanc e in 2017 will be around $50 million. Also, explain to us why you are using 2017
figures instead of 2016 and confirm that in future similar disclosure you will clarify that
the basis of your statements are amounts for 2017. Finally, conf irm that you will disclose
that the basis for your EBITDA multiple is from the Pike Corporation ’s proxy statement in
2014. We may have further comments.
2. We note your response to prior comment 2 .
With respect to the first bullet point, pleas e provide us additional information
about the investments , such as when did you invest? What was the size of your
investment? How were you an active security holder? How did you participate in
taking two companies public?
With respect to the fourth bullet point, confirm that any future similar disclosure
will clarify that the basis for your statement is NOT the company ’s security
holders and that you are solely inferring that the company ’s security holders
would support a specific course of action based on market forces that are much
broader than just the company ’s industry.
With respect to the fifth bullet point, please confir m that any future similar
discl osure will clarify that market to which you refer is significantly broader than
the company ’s market .
Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
December 24, 2015
Page 2
With respect the sixth bullet point, please confir m that any future similar
discl osure will describe the basis for your belief relating to the company ’s balance
sheet .
With respect to the seven th bullet point, please provide us additional information
about your discussions with industry participants .
We reissue the eighth bullet point: we do not believe you have provided sufficient
support for your prior discl osure .
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions