SEC Comment Letter for AVX Corp (CIK 0000859163) — Mar 12, 2020
AVX Corp (CIK 0000859163)
Date: March 12, 2020 · CIK: 0000859163 · Accession: 0000000000-20-002232
AI Filing Summary & Sentiment
Letter
March 12 , 2020 Via E -mail Michael Davis , Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Schedule TO Filed March 2 , 2020 Filed by Arch Merger Sub Inc. and Kyocera Corporation File No. 005 -09319
Re: AVX Corporation Schedule 13E -3 filed by Arch Merger Sub Inc. and Kyocera Corporation Filed March 2 , 2020 File No. 005 -09319
Dear Mr. Davis :
We have limited our review of the filing to those issues we have addressed in our 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 filing, by providing the requested information, or by advising us when you will provide the requested response. 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 y our response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Schedule 13E -3 1. Provide the disclosure regarding alternatives required by Item 1013(b) of Regulation M - A, including the reasons you have undertaken this going private transaction at this time .
Michael Davis , Esq. Davis Polk & Wardwell LLP March 12, 2020 Page 2
Schedule TO
Offer to Purchase
Certain Information Concerning AVX – Certain Unaudited Financial Projections, page 31 2. We note that the projected financial information and forecasts are summarized. Please disclose the proj ections and forecasts in full.
We remind you that the filing persons are responsible for the accuracy an d adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
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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March 12 , 2020
Via E -mail
Michael Davis , Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Re: AVX Corporation
Schedule 13E -3 filed by Arch Merger Sub Inc. and Kyocera Corporation
Filed March 2 , 2020
File No. 005 -09319
Schedule TO
Filed March 2 , 2020
Filed by Arch Merger Sub Inc. and Kyocera Corporation
File No. 005 -09319
Dear Mr. Davis :
We have limited our review of the filing to those issues we have addressed in our
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 filing, by providing the requested
information, or by advising us when you will provide the requested response. 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 y our response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
Schedule 13E -3
1. Provide the disclosure regarding alternatives required by Item 1013(b) of Regulation M -
A, including the reasons you have undertaken this going private transaction at this time .
Michael Davis , Esq.
Davis Polk & Wardwell LLP
March 12, 2020
Page 2
Schedule TO
Offer to Purchase
Certain Information Concerning AVX – Certain Unaudited Financial Projections, page 31
2. We note that the projected financial information and forecasts are summarized. Please
disclose the proj ections and forecasts in full.
We remind you that the filing persons are responsible for the accuracy an d adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
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