SEC Comment Letter 0000000000-23-010687 to PFSWEB INC (CIK 0001095315)
PFSWEB INC (CIK 0001095315)
Date: Sept. 27, 2023 · CIK: 0001095315 · Accession: 0000000000-23-010687
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo September 27, 2023 Adam Emmerich Partner Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Re:PFSweb, Inc. Schedule TO-T filed by GXO Logistics, Inc. Filed September 21, 2023 File No. 005-59323 Dear Adam Emmerich: We have reviewed your filing 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 these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Schedule TO-T filed September 21, 2023 General 1.Please tell us how you complied with the dissemination requirements set forth in Rule 14d-4. As one potential issue only, we note that the summary advertisement filed as Exhibit 99(a)(1)(I) does not appear to fully address the requirements of Rule 14d- 6(d)(2)(ii), such as the disclosure required by Item 1004(a)(1)(iv) of Regulation M-A. Source and Amount of Funds, page 19 2.We note your disclosure on page 19 and elsewhere that “Parent and Merger Sub currently have, and will have, available to them, through a variety of sources, including cash on hand, funds necessary for the payment of the aggregate Offer Price” (emphasis added). Item 1007(a) of Regulation M-A requires that filers state the specific sources of the funds to be used in the transaction. The disclosure here is equivocal and does not satisfy this requirement. Please revise.
FirstName LastNameAdam Emmerich Comapany NameWachtell, Lipton, Rosen & Katz September 27, 2023 Page 2 FirstName LastName Adam Emmerich Wachtell, Lipton, Rosen & Katz September 27, 2023 Page 2 3.Disclose the existence of any alternative financing plans or arrangements in the event Purchaser and Merger Sub do not have the necessary funds to pay the offer consideration and related fees and expenses. If there are none, so state. Refer to Item 1007(b) of Regulation M-A. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Dan Duchovny at (202) 551-3619 or Blake Grady at (202) 551-8573. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
September 27, 2023
Adam Emmerich
Partner
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re:PFSweb, Inc.
Schedule TO-T filed by GXO Logistics, Inc.
Filed September 21, 2023
File No. 005-59323
Dear Adam Emmerich:
We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Schedule TO-T filed September 21, 2023
General
1.Please tell us how you complied with the dissemination requirements set forth in Rule
14d-4. As one potential issue only, we note that the summary advertisement filed as
Exhibit 99(a)(1)(I) does not appear to fully address the requirements of Rule 14d-
6(d)(2)(ii), such as the disclosure required by Item 1004(a)(1)(iv) of Regulation M-A.
Source and Amount of Funds, page 19
2.We note your disclosure on page 19 and elsewhere that “Parent and Merger Sub currently
have, and will have, available to them, through a variety of sources, including cash on
hand, funds necessary for the payment of the aggregate Offer Price” (emphasis added).
Item 1007(a) of Regulation M-A requires that filers state the specific sources of the funds
to be used in the transaction. The disclosure here is equivocal and does not satisfy this
requirement. Please revise.
FirstName LastNameAdam Emmerich
Comapany NameWachtell, Lipton, Rosen & Katz
September 27, 2023 Page 2
FirstName LastName
Adam Emmerich
Wachtell, Lipton, Rosen & Katz
September 27, 2023
Page 2
3.Disclose the existence of any alternative financing plans or arrangements in the event
Purchaser and Merger Sub do not have the necessary funds to pay the offer consideration
and related fees and expenses. If there are none, so state. Refer to Item 1007(b) of
Regulation M-A.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Dan Duchovny at (202) 551-3619 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions