SEC Company Response from ACCURIDE CORP (CIK 0000817979) — Apr 21, 2005
ACCURIDE CORP (CIK 0000817979)
Date: April 21, 2005 · CIK: 0000817979 · Accession: 0001047469-05-010945
AI Filing Summary & Sentiment
File numbers found in text: 333-121944
Letter
Securities and Exchange Commission File No. 026155-0026 Re:Accuride Corporation Registration Statement on Form S-1 File No. 333-121944
Dear Ms. Losert:
In connection with the offering (the "Offering") by Accuride Corporation (the "Company") pursuant to the above-mentioned Registration Statement, we are counsel to the Company.
The underwriters have informed us that due to present market conditions, it would be advisable to make the following changes: reduce the proposed pricing range of the Offering from $17.00 to $19.00 per share, as stated in the previously circulated preliminary prospectus, to $10.00 to $12.00 per share; increase the number of shares offered by the Company from 5,560,000 to 10,000,000; and eliminate sales by the selling stockholders. In addition, the fifteen percent over-allotment option would be granted by the Company.
The Company has informed us that based on an assumed initial public offering price of $11.00 per share, the primary effect of such changes would be to increase the net proceeds of the Offering to the Company by approximately $9.2 million. As a result, the amount of indebtedness to be retired from the proceeds of the Offering would be increased from approximately $90.1 million to approximately $99.3 million. The impact of such changes on the Company's 2004 pro forma net income would be an increase from $24,203,000 to $24,470,000; pro forma diluted earnings per share would be reduced from $.83 to $.73. The impact on the Company's 2004 pro forma balance sheet would be a reduction in long term debt from $757,525,000 to $748,275,000 and an increase in stockholders equity from $115,816,000 to $125,027,000. In addition, because the Offering would price below $13.39 per share, none of the 1,142,495 contingent shares would be issuable to the former TTI stockholders. The impact of the change on dilution per share to new investors would be a reduction from $31.86 to $22.75. The Company has advised us that such changes would not materially adversely change the information contained in the prospectus or the Company's business. The underwriters have advised us that a proposed offering size of 10,000,000 shares would provide sufficient liquidity in the public trading market for the Company's common stock, constituting nearly one-third of the Company's outstanding shares.
Based upon the foregoing, we are of the opinion that the proposed reduction in offering price and reduction in the size of the offering does not require recirculation of the preliminary prospectus under Rules 460 and 461 promulgated under the Securities Act of 1933, as amended, or Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.
Simpson Thacher & Bartlett LLP, counsel to the underwriters of the Offering, have informed us that they concur with our opinion that recirculation of the preliminary prospectus is not required.
We have been advised by the underwriters that they will contact their accounts and discuss with them the reduced Offering price and reduction in the size of the Offering prior to the confirmation of purchase orders. We have been further advised by the underwriters that all confirmations of purchase orders by the underwriters will be accompanied by a final prospectus that has been amended to reflect the price and size of the Offering.
If you have any questions or comments concerning the foregoing, please do not hesitate to call the undersigned at (312) 876-7680.
Very truly yours,
/s/ Christopher D. Lueking Christopher D. Lueking
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LATHAM & WATKINS LLF
Sears Tower, Suite 5800
233 S. Wacker Dr.
Chicago, Illinois 60606
Tel: (312) 876-7700 Fax: (312) 993-9767
www.lw.com
April 21, 2005
FIRM / AFFILIATE OFFICES
Ms. Johanna Vega Losert
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Boston
Brussels
Chicago
Frankfurt
Hamburg
Hong Kong
London
Los Angeles
Milan
Moscow
New Jersey
New York
Northern Virginia
Orange County
Paris
San Diego
San Francisco
Shanghai
Silicon Valley
Singapore
Tokyo
Washington, D.C.
File No. 026155-0026
Re:Accuride
Corporation
Registration Statement on Form S-1
File No. 333-121944
Dear
Ms. Losert:
In
connection with the offering (the "Offering") by Accuride Corporation (the "Company") pursuant to the above-mentioned Registration Statement, we are counsel to the Company.
The
underwriters have informed us that due to present market conditions, it would be advisable to make the following changes: reduce the proposed pricing range of the Offering from
$17.00 to $19.00 per share, as stated in the previously circulated preliminary prospectus, to $10.00 to $12.00 per share; increase the number of shares offered by the Company from 5,560,000 to
10,000,000; and eliminate sales by the selling stockholders. In addition, the fifteen percent over-allotment option would be granted by the Company.
The
Company has informed us that based on an assumed initial public offering price of $11.00 per share, the primary effect of such changes would be to increase the net proceeds of the
Offering to the Company by approximately $9.2 million. As a result, the amount of indebtedness to be retired from the proceeds of the Offering would be increased from approximately
$90.1 million to approximately $99.3 million. The impact of such changes on the Company's 2004 pro forma net income would be an increase from $24,203,000 to $24,470,000; pro forma
diluted earnings per share would be reduced from $.83 to $.73. The impact on the Company's 2004 pro forma balance sheet would be a reduction in long term debt from $757,525,000 to $748,275,000 and an
increase in stockholders equity from $115,816,000 to $125,027,000. In addition, because the Offering would price below $13.39 per share, none of the 1,142,495 contingent shares would be issuable to
the former TTI stockholders. The impact of the change on dilution per share to new investors would be a reduction from $31.86 to $22.75. The Company has advised us that such changes would not
materially adversely change the information contained in the prospectus or the Company's business. The underwriters have advised us that a proposed offering size of 10,000,000 shares would provide
sufficient liquidity in the public trading market for the Company's common stock, constituting nearly one-third of the Company's outstanding shares.
Based
upon the foregoing, we are of the opinion that the proposed reduction in offering price and reduction in the size of the offering does not require recirculation of the preliminary
prospectus under Rules 460 and 461 promulgated under the Securities Act of 1933, as amended, or Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.
Simpson
Thacher & Bartlett LLP, counsel to the underwriters of the Offering, have informed us that they concur with our opinion that recirculation of the preliminary prospectus is
not required.
We
have been advised by the underwriters that they will contact their accounts and discuss with them the reduced Offering price and reduction in the size of the Offering prior to the
confirmation of purchase orders. We have been further advised by the underwriters that all confirmations of purchase orders by the underwriters will be accompanied by a final prospectus that has been
amended to reflect the price and size of the Offering.
If
you have any questions or comments concerning the foregoing, please do not hesitate to call the undersigned at (312) 876-7680.
Very truly yours,
/s/ Christopher D. Lueking Christopher D. Lueking
of LATHAM & WATKINS LLP
cc:
John J. Huber, Esq.
David K. Armstrong, Esq.
Risë B. Norman, Esq.
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