SEC Comment Letter 0000000000-23-010880 to PFSWEB INC (CIK 0001095315)
PFSWEB INC (CIK 0001095315)
Date: Oct. 2, 2023 · CIK: 0001095315 · Accession: 0000000000-23-010880
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United States securities and exchange commission logo
October 2, 2023
Adam Emmerich
Partner
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re:PFSweb, Inc.
Schedule TO-T/A filed by GXO Logistics, Inc.
Filed September 29, 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/A filed September 29, 2023.
General
1.While we do not agree with the analysis and conclusion set forth in the second and third
paragraphs of your response to comment 1 of our September 21, 2023 letter, we will not
issue additional comments on this specific matter at this time. In this respect, we note that
Rule 14d-6(a)(2)(i) states that “[t]he summary advertisement must contain at least the
information required by paragraph (d)(2)” of Rule 14d-6 (emphasis added). Such
information must be contained within the summary advertisement and may not be
incorporated by reference.
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.
FirstName LastNameAdam Emmerich
Comapany NameWachtell, Lipton, Rosen & Katz
October 2, 2023 Page 2
FirstName LastName
Adam Emmerich
Wachtell, Lipton, Rosen & Katz
October 2, 2023
Page 2
Please direct any questions to Blake Grady at 202-551-8573 or Dan Duchovny at (202)
551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions