SEC Company Response from COLLECTORS UNIVERSE INC (CIK 0001089143) — Jan 8, 2021
COLLECTORS UNIVERSE INC (CIK 0001089143)
Date: Jan. 8, 2021 · CIK: 0001089143 · Accession: 0001493152-21-000672
AI Filing Summary & Sentiment
Referenced dates: December 30, 2020
Letter
Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Re: Collectors Universe, Inc. Schedule 14D-9 filed December 17, 2020 SEC File No. 005-59779
Dear Mr. Duchovny:
This letter is sent on behalf of Collectors Universe, Inc. (“Collectors Universe”) in response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) that were communicated in the Staff’s letter dated December 30, 2020 (the “Comment Letter”) regarding the above-referenced filing. This letter provides Collectors Universe’s responses to the Comment Letter. In connection with this letter, Collectors Universe is filing Amendment No. 2 to the Schedule 14D-9 (the “Revised Schedule 14D-9”).
For ease of review, we have reproduced the Staff’s comments in bold, italicized type below. Each comment is followed by Collectors Universe’s response. Capitalized terms used in this letter that are not otherwise defined have the meanings assigned to them in the Revised Schedule 14D-9.
Schedule 14D-9
Projected Financial Information, page 38
1. We note you disclosed only a summary of the forecasts. Revise your disclosure to include the forecasts in their entirety. Also, revise your disclosure to describe the assumptions made in preparing the forecasts.
In response to the Staff’s comment, Collectors Universe has included additional detail in the Revised Schedule 14D-9 concerning the line items that comprise the Forecasts. Collectors Universe believes (1) that it has disclosed all material information concerning the Forecasts and (2) the disclosure of more granular information would not provide meaningful or useful disclosure to investors.
In response to the Staff’s comment, Collectors Universe has included additional detail in the Revised Schedule 14D-9 concerning the material assumptions that are reflected in the Forecasts.
austin beijing boston brussels hong kong london los angeles new york palo alto
san diego san francisco seattle shanghai washington, dc wilmington, de
Daniel F. Duchovny, Esq.
January 8, 2021
Page
Opinion of Houlihan Lokey Capital, Inc., page 39
2. Please revise the second paragraph of page 41 and Houlihan Lokey’s opinion to state whether Houlihan Lokey provided its consent to include its opinion in the Schedule 14D-9.
In response to the Staff’s comment, Collectors Universe has clarified in the Revised Schedule 14D-9 that Houlihan Lokey has consented to the inclusion of a copy of its written opinion to the Collectors Universe Board as Annex B to the Revised Schedule 14D-9.
3. Refer to the disclosure on page 48 that states “...Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by D1 Capital Partners L.P., Cohen Private Ventures, other participants in the Offer and the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the D1 Group, Cohen Private Ventures, other participants in the Offer and the Merger or certain of their respective affiliates or security holders, and may do so in the future.” Please clarify whether such investments have included, include or could include investments in the current transaction or with respect to the Collectors Universe.
In response to the Staff’s comment, Collectors Universe has included in the Revised Schedule 14D-9 additional disclosure regarding the nature of such investments.
* * *
If you have any additional questions or require any additional information, please do not hesitate to contact me at the number or email address appearing on the first page of this letter.
Sincerely,
WILSON
SONSINI GOODRICH & ROSATI
Show Raw Text
CORRESP
1
filename1.htm
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
12235
El Camino Real
San
Diego, California 92130-3002
O:
858.350.2300
F:
858.350.2399
ROBERT
F. KORNEGAY
Internet:
rkornegay@wsgr.com
Direct
dial: (650) 320-4533
January
8, 2021
BY
EDGAR
Daniel
F. Duchovny, Esq., Special Counsel
Office
of Mergers and Acquisitions
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re:
Collectors
Universe, Inc.
Schedule
14D-9 filed December 17, 2020
SEC
File No. 005-59779
Dear
Mr. Duchovny:
This
letter is sent on behalf of Collectors Universe, Inc. (“Collectors Universe”) in response to the comments of the Staff
(the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
that were communicated in the Staff’s letter dated December 30, 2020 (the “Comment Letter”) regarding the above-referenced
filing. This letter provides Collectors Universe’s responses to the Comment Letter. In connection with this letter, Collectors
Universe is filing Amendment No. 2 to the Schedule 14D-9 (the “Revised Schedule 14D-9”).
For
ease of review, we have reproduced the Staff’s comments in bold, italicized type below. Each comment is followed by Collectors
Universe’s response. Capitalized terms used in this letter that are not otherwise defined have the meanings assigned to
them in the Revised Schedule 14D-9.
Schedule
14D-9
Projected
Financial Information, page 38
1.
We
note you disclosed only a summary of the forecasts. Revise your disclosure to include the forecasts in their entirety. Also,
revise your disclosure to describe the assumptions made in preparing the forecasts.
In
response to the Staff’s comment, Collectors Universe has included additional detail in the Revised Schedule 14D-9 concerning
the line items that comprise the Forecasts. Collectors Universe believes (1) that it has disclosed all material information concerning
the Forecasts and (2) the disclosure of more granular information would not provide meaningful or useful disclosure to investors.
In
response to the Staff’s comment, Collectors Universe has included additional detail in the Revised Schedule 14D-9 concerning
the material assumptions that are reflected in the Forecasts.
austin beijing boston brussels hong kong london los angeles new york palo alto
san diego san francisco seattle shanghai washington, dc wilmington, de
Daniel
F. Duchovny, Esq.
January
8, 2021
Page
2
Opinion
of Houlihan Lokey Capital, Inc., page 39
2.
Please
revise the second paragraph of page 41 and Houlihan Lokey’s opinion to state whether Houlihan Lokey provided its consent
to include its opinion in the Schedule 14D-9.
In
response to the Staff’s comment, Collectors Universe has clarified in the Revised Schedule 14D-9 that Houlihan Lokey has
consented to the inclusion of a copy of its written opinion to the Collectors Universe Board as Annex B to the Revised Schedule
14D-9.
3.
Refer
to the disclosure on page 48 that states “...Houlihan Lokey and certain of its affiliates and certain of its and their
respective employees may have committed to invest in private equity or other investment funds managed or advised by D1 Capital
Partners L.P., Cohen Private Ventures, other participants in the Offer and the Merger or certain of their respective affiliates
or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the D1 Group,
Cohen Private Ventures, other participants in the Offer and the Merger or certain of their respective affiliates or security
holders, and may do so in the future.” Please clarify whether such investments have included, include or could include
investments in the current transaction or with respect to the Collectors Universe.
In
response to the Staff’s comment, Collectors Universe has included in the Revised Schedule 14D-9 additional disclosure regarding
the nature of such investments.
* * *
If
you have any additional questions or require any additional information, please do not hesitate to contact me at the number or
email address appearing on the first page of this letter.
Sincerely,
WILSON
SONSINI GOODRICH & ROSATI
Professional
Corporation
/s/
Robert F. Kornegay
Robert
F. Kornegay
Daniel
F. Duchovny, Esq.
January
8, 2021
Page
3
cc:
Collectors
Universe, Inc.
Joe
Orlando
Joe
Wallace
Sullivan
& Cromwell LLP
Mark
Treviño
Audra
Cohen
Matthew
Goodman
Paul,
Weiss, Rifkind, Wharton & Garrison LLP
Edward
Ackerman
Wilson
Sonsini Goodrich & Rosati, Professional Corporation
Robert
T. Ishii
David
J. Berger
Douglas
K. Schnell