SEC Comment Letter for HG Holdings, Inc. (STLY) (CIK 0000797465) (STLY) — Feb 25, 2020
HG Holdings, Inc. (STLY) (CIK 0000797465)
Date: Feb. 25, 2020 · CIK: 0000797465 · Accession: 0000000000-20-001714
AI Filing Summary & Sentiment
File numbers found in text: 333-235539
Letter
February 25, 2020 Brad G. Garner Principal Financial Officer HG Holdings, Inc. 2115 E. 7th Street, Suite 101 Charlotte, North Carolina 28204 Re:HG Holdings, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed February 14, 2020 File No. 333-235539 Dear Mr. Garner: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our February 3, 2020 letter. Form S-1 filed February 14, 2020 Acquisition of Equity Interest in HC Government Realty Trust, Inc., page 2 1.We note your response to comment 2. Given the nature of the rights offering, we remain unclear how the company can anticipate using the proceeds to acquire a sufficient number of shares of HC Realty to control HC Realty. Please clarify and or revise your disclosure.
Form S-1 filed February 14, 2020 General 2.We note that you provided an analysis regarding your status as an investment company to the Division of Investment Management on February 20, 2020. We may have further
FirstName LastNameBrad G. Garner Comapany NameHG Holdings, Inc. February 25, 2020 Page 2 FirstName LastName Brad G. Garner HG Holdings, Inc. February 25, 2020 Page 2 comment once they have considered your analysis. You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at 202-551-3856 if you have questions regarding comments on the financial statements and related matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: David W. Robertson, Esq.
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February 25, 2020
Brad G. Garner
Principal Financial Officer
HG Holdings, Inc.
2115 E. 7th Street, Suite 101
Charlotte, North Carolina 28204
Re:HG Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed February 14, 2020
File No. 333-235539
Dear Mr. Garner:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our February 3, 2020 letter.
Form S-1 filed February 14, 2020
Acquisition of Equity Interest in HC Government Realty Trust, Inc., page 2
1.We note your response to comment 2. Given the nature of the rights offering, we remain
unclear how the company can anticipate using the proceeds to acquire a sufficient number
of shares of HC Realty to control HC Realty. Please clarify and or revise your disclosure.
Form S-1 filed February 14, 2020
General
2.We note that you provided an analysis regarding your status as an investment company to
the Division of Investment Management on February 20, 2020. We may have further
FirstName LastNameBrad G. Garner
Comapany NameHG Holdings, Inc.
February 25, 2020 Page 2
FirstName LastName
Brad G. Garner
HG Holdings, Inc.
February 25, 2020
Page 2
comment once they have considered your analysis.
You may contact Peter McPhun at 202-551-3581 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or David Link at 202-551-3356 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: David W. Robertson, Esq.