Correspondence 0001104659-24-131601 from Childrens Place, Inc. (PLCE) (CIK 0001041859) (PLCE)
Childrens Place, Inc. (PLCE) (CIK 0001041859)
Date: Dec. 26, 2024 · CIK: 0001041859 · Accession: 0001104659-24-131601
AI Filing Summary & Sentiment
File numbers found in text: 333-282664
Letter
VIA EDGAR Office of Trade & Services United States Securities and Exchange Commission Division of Corporation Finance Registration Statement on Form S-1 Filed on October 15, 2024 Amended on December 19, 2024 and December 26, 2024 File No. 333-282664
Dear Ms. Wall:
This letter is being submitted on behalf of our client, The Children’s Place, Inc. (the “Company”), in response to the oral comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission that was conveyed during our telephone conversation on December 20, 2024 with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”). The Company has also today filed an Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which contains revisions intended to, among other matters, address the Staff’s comment.
For convenience of reference, we have included the text of the Staff’s oral comment below in bold face type immediately before the Company’s response thereto. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 2.
1. Oral Comment: Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax consequences of a transaction “are material to an investor and a representation as to tax consequences is set forth in the filing”. We note your disclosure that you “believe and intend to take the position that a holder’s receipt or exercise of rights should generally be non-taxable for U.S. federal income tax purposes”. Please file a tax opinion as an exhibit to the filing. We refer you to Section III.A.1 of Staff Legal Bulletin 19.
Response: In response to the Staff’s oral comment, the Company has filed a tax opinion of Cadwalader, Wickersham & Taft LLP as Exhibit 8.1 to Amendment No. 2 to the Registration Statement.
We hope that the foregoing has been responsive to the Staff’s comment. Please do not hesitate to contact me at 212-504-6404 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Sincerely,
/s/ Kiran S. Kadekar
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CORRESP
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filename1.htm
December 26, 2024
VIA EDGAR
Ms. Alyssa Wall, Esq.
Office of Trade & Services
United States Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
The Children’s Place, Inc.
Registration Statement on Form S-1
Filed on October 15, 2024
Amended on December 19, 2024 and December 26, 2024
File
No. 333-282664
Dear Ms. Wall:
This
letter is being submitted on behalf of our client, The Children’s Place, Inc. (the “Company”), in
response to the oral comment of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission that was conveyed during our telephone conversation on December 20, 2024 with respect to the above-referenced
Registration Statement on Form S-1 (the “Registration Statement”). The Company has also today filed an Amendment
No. 2 to the Registration Statement (“Amendment No. 2”), which contains revisions intended to, among other
matters, address the Staff’s comment.
For convenience of reference,
we have included the text of the Staff’s oral comment below in bold face type immediately before the Company’s response thereto.
Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 2.
1.
Oral Comment: Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax consequences of a transaction “are material to an investor and a representation as to tax consequences is set forth in the filing”. We note your disclosure that you “believe and intend to take the position that a holder’s receipt or exercise of rights should generally be non-taxable for U.S. federal income tax purposes”. Please file a tax opinion as an exhibit to the filing. We refer you to Section III.A.1 of Staff Legal Bulletin 19.
Response: In response to the Staff’s oral comment, the Company has filed a tax opinion of Cadwalader, Wickersham & Taft LLP as Exhibit 8.1 to Amendment No. 2 to the Registration Statement.
We hope that the foregoing
has been responsive to the Staff’s comment. Please do not hesitate to contact me at 212-504-6404 with any questions or further comments
you may have regarding this filing or if you wish to discuss the above.
Sincerely,
/s/ Kiran S. Kadekar
Kiran S. Kadekar, Esq.
Via-E-mail:
cc:
Jared E. Shure, The Children’s Place, Inc.
Richard M. Brand, Esq. and Erica Hogan, Esq.,
Cadwalader, Wickersham & Taft LLP