SecProbe.io

CORRESP
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corresp

[PIKE LETTERHEAD]

June 24, 2005

Pamela A. Long

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Pike Holdings, Inc.

    Form S-1 filed April 18, 2005

    File No. 333-124117

Dear Ms. Long:

          Concurrently with this letter, Pike Holdings, Inc. (the “Company”) is electronically
transmitting Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”) for
filing under the Securities Act of 1933, as amended (the “Act”). Amendment No. 2 is marked to show
changes from Amendment No. 1 to the Registration Statement and reflects revisions made in response
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities
and Exchange Commission in your comment letter dated June 20, 2005 (the “Comment Letter”).

          We are furnishing supplementally certain information requested in the Comment Letter. The
numbered paragraphs and headings below correspond to the headings set forth in the Comment Letter.
The Staff’s comments are set forth in italics below followed by the Company’s responses. The page
numbers in the italic captions refer to pages in Amendment No. 1 to the Registration Statement.
The page numbers in the responses of the Company refer to pages in the Prospectus contained within
Amendment No. 2 (the “Prospectus”).

          We are sending you by messenger hard copies of Amendment No. 2 (clean and marked) and the
supplemental information you requested.

          Please note that we are planning to print preliminary prospectuses for this transaction during
the week of July 4. We appreciate the time and effort that you have already spent reviewing our
filings and hope that we can continue to work together so that we can achieve this timetable.

General

    1.

    We note that you now refer to independent and/or third party appraisers and specialists
throughout the filing, including MD&A and the notes to the pro forma and historical financial
statements. Either identify each expert or delete your

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    reference to them. We remind you that if you identify and refer to an expert, you must
file their consent as an exhibit. Refer to Section 436(b) of Regulation C.

In response to the Staff’s comments, we have revised the Prospectus to delete the reference
to an independent appraisal in the notes to the pro forma financial statements on page 28
of the Prospectus. We respectfully submit that Section 436(b) of Regulation C does not
require identification of, or consent from, the third-party specialists referred to
elsewhere in the Prospectus:

    •

    “When necessary, we engage third-party specialists to assist us with our
valuations.” (Page 40 of the Prospectus)

    •

    “The original valuation of the preferred stock was $17.5 million, from an
independent third party.” (Page F-32 of the Prospectus)

Section 436(b) of Regulation C only requires a written consent if it is stated that
information in the registration statement has been reviewed or passed upon by any persons
and is set forth “upon the authority of or in reliance upon such persons as experts.”

Table of Contents, page i

    2.

    Please move the dealer Prospectus delivery obligation to the outside back cover. Refer to
Item 502(b) of Regulation S-K.

We have revised the Prospectus to reflect the Staff’s comments.

Prospectus Summary, page 1

    3.

    We note your supplemental response to comments 3 and 6 of our letter dated May 17, 2005.
Please revise your Prospectus to state the basis for your assertion on page 61 that
“year-over-year improvements in recordable and lost-time incident rates at Pike stand-alone in
each of the five years ended June 30, 2004,” and provide independent support supplementally.

The Prospectus has been revised to reflect the Staff’s comments. Please see pages 61 and
66 of the Prospectus. We respectfully inform the Staff that our incidence rates are
prepared internally in accordance with methodologies prescribed by the Occupational Safety
and Health Administration (OSHA). These methodologies are publicly available on OSHA’s
website, www.osha.gov, and are attached as an exhibit to this letter. There is no
independent support for the statement other than the methodologies as it is an internally
prepared calculation.

Summary Historical and Pro Forma Financial Data, page 6

    4.

    Revise the pro forma disclosures on page 7 to comply with comment 13 of our letter dated May
17, 2005.

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     We have revised the Prospectus to delete the pro forma presentations below Income from
continuing operations for periods in which there was a loss from discontinued operations.
Please see page 7 of the Prospectus.

    5.

    Revise your disclosures related to the limitations of both non-GAAP measures you present to
address the limitation due to eliminating income taxes. In addition, revise the disclosures
to separately address the additional limitations of adjusted EBITDA. It appears to us that
the current disclosures related to the additional limitations of adjusted EBITDA merely
identify one item that is excluded and do not address the actual limitations due to
eliminating each item.

We have revised the Prospectus to reflect the Staff’s comments. Please see page 9 of the
Prospectus.

Use of Proceeds, page 22

    6.

    We note your response to comments 9 and 11 of our letter dated May 17, 2005. Please revise
this section to specify the allocation of proceeds from the offering between the Tranche B and
Tranche C notes.

We have revised the Prospectus to reflect the Staff’s comments. Please see page 22 of the
Prospectus.

Capitalization, page 23

    7.

    It appear to us that you should revise as adjusted stockholders’ equity here and throughout
the filing to include the impact of non-recurring expenses directly attributable to the pro
forma transactions that are excluded from pro forma earnings. It appears to us that the
non-recurring expenses would include: the loss you will incur due to the repayment of debt
with offering proceeds; the fee you will incur due to the termination of the management
services agreement; and the expense you will record related to the modification of the
deferred compensation plan during the quarter ended June 30, 2005.

We have revised the Prospectus to reflect the Staff’s comments. Please see page 23 of the
Prospectus.

Unaudited Pro Forma Condensed Financial Data, page 25

    8.

    Based on the disclosure that the allocation of purchase price is preliminary, revise the
notes to the pro forma financial statements to identify and address any pre-acquisition
contingencies and to address the potential impact of finalizing the purchase price allocation.

We have revised the Prospectus to reflect the Staff’s
comments. Please see page 25 of the
Prospectus.

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    9.

    Revise the ninth paragraph on page 25 to disclose that the pro forma statements of operations
also exclude the impact of certain non-recurring expenses directly attributable to the pro
forma transactions. In addition, identify the pro forma earnings on pages 26 and 29 as pro
forma earnings before non-recurring expenses.

We have
revised the Prospectus to reflect the Staff’s comments. Please
see pages 26, 27 and 28
of the Prospectus.

Management’s Discussion and Analysis, page 33

Deferred Compensation in Connection with Our Acquisition of Red Simpson, page 39

    10.

    Revise the disclosures on page 39 to explain the differences between the $29.1 million in
deferred compensation you agreed to pay over four years, the $25.4 million you disclose as the
face value, and $37.5 million in payments over the next four years.

We have
revised the Prospectus to reflect the Staff’s comments. Please see page 43 of the
Prospectus.

Results of Operations, page 41

Nine Months Ended March 31, 2005

    11.

    Revise the disclosures on page 42 to address the entire change in general and administrative
expenses during the interim periods.

We have
revised the Prospectus to reflect the Staff’s comments. Please see page 47 of the
Prospectus.

Corporate Information, page 64

    12.

    Please revise to provide more detail here and briefly in your summary concerning your plans
to reincorporate in Delaware.

We have
revised the Prospectus to reflect the Staff’s comments. Please see page 69 of the
Prospectus.

Principal and Selling Stockholders, page 77

    13.

    Please identify by footnote or otherwise the natural person or persons having sole or shared
voting and investment control over the securities held by Lindsay Goldberg & Bessemer. Refer
to telephone interpretation 4S. in the Regulation S-K section of the March 1999 supplement to
our “Manual of Publicly Available Telephone Interpretations” that is available on the
Commission’s website at http://www.sec.gov, and revise or advise.

We have
revised the Prospectus to reflect the Staff’s comments. Please see footnote 6 on page 83 of the Prospectus.

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    14.

    We note your responses to our prior comments 39 through 42. Please disclose your response to
our prior comment 41 in your Prospectus.

We have revised the Prospectus to reflect the Staff’s comments. Please see page 84 of the
Prospectus.

Underwriting, page 90

    15.

    We note your disclosure in the second full paragraph that the underwriting agreement provides
for termination of the offering if an underwriter defaults. This appears to be a market-out
provision that, practically speaking, places the risk of the success of your offering on your
company and results in the underwriters participating upon a “best efforts” basis. Please
supplementally explain how this termination right is consistent with a firm commitment
offering.

For guidance, please refer to the First Boston Corporation no-action letter, dated
September 3, 1985. We also note that you have not yet filed the underwriting agreement as
an exhibit to your registration statement.

We respectfully inform the Staff that although we have not yet filed the underwriting
agreement as an exhibit to this Registration Statement, we do not believe that the language
in this comment that references the underwriting agreement describes a market-out
provision. The market-out provision in the First Boston Corporation no-action letter,
dated September 3, 1985, related to the ability of an underwriter to terminate the
underwriting agreement due to a material adverse change in the issuer’s business, a
downgrading, a suspension in trading of the issuer’s securities, a banking moratorium or an
outbreak or escalation of hostilities. By contrast, the default language referred to in
the Plan of Distribution section of the Prospectus simply relates to a default on the
obligation to purchase shares by an underwriter and the impact on the issuer and the other
underwriters. The non-defaulting underwriters may be required to purchase
additional shares if other underwriters are not identified to replace the defaulting underwriter. Or,
if the default is too significant, the underwriting agreement may be terminated as the
economics of the transaction would be too different for each of the parties from the
original arrangement.

The prepared pertinent language in the underwriting agreement, which is standard in
underwriting agreements, reads as follows:

     “(a) If, on the Closing Date or the Additional Closing Date, as the case may
be, any Underwriter defaults on its obligation to purchase the Shares that it has
agreed to purchase hereunder on such date, the non-defaulting Underwriters may in
their discretion arrange for the purchase of such Shares by other persons
satisfactory to the Company and the Selling Stockholders on the terms contained in
this Agreement. If, within 36 hours after any such default by any Underwriter, the
non-defaulting Underwriters do not arrange for the purchase of such Shares, then the

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Company and the Selling Stockholders shall be entitled to a further period of 36
hours within which to procure other persons satisfactory to the non-defaulting
Underwriters to purchase such Shares on such terms. If other persons become
obligated or agree to purchase the Shares of a defaulting Underwriter, either the
non-defaulting Underwriters or the Company and the Selling Stockholders may
postpone the Closing Date or the Additional Closing Date, as the case may be, for
up to five full business days in order to effect any changes that in the opinion of
counsel for the Company, counsel for the Selling Stockholders or counsel for the
Underwriters may be necessary in the Registration Statement and the Prospectus or
in any other document or arrangement, and the Company agrees to promptly prepare
any amendment or supplement to the Registration Statement and the Prospectus that
effects any such changes. As used in this Agreement, the term “Underwriter”
includes, for all purposes of this Agreement unless the context otherwise requires,
any person not listed in Schedule I hereto that, pursuant to this Section 11,
purchases Shares that a defaulting Underwriter agreed but failed to purchase.

     (b) If, after giving effect to any arrangements for the purchase of the Shares
of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the
Company and the Selling Stockholders as provided in paragraph (a) above, the
aggregate number of Shares that remain unpurchased on the Closing Date or the
Additional Closing Date, as the case may be, does not exceed one-eleventh of the
aggregate number of Shares to be purchased on such date, then the Company and the
Selling Stockholders shall have the right to require each non-defaulting
Underwriter to purchase the number of Shares that such Underwriter agreed to
purchase hereunder on such date plus such Underwriter’s pro rata share (based on
the number of Shares that such Underwriter agreed to purchase on such date) of the
Shares of such defaulting Underwriter or Underwriters for which such arrangements
have not been made.

     (c) If, after giving effect to any arrangements for the purchase of the Shares
of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the
Company and the Selling Stockholders as provided in paragraph (a) above, the
aggregate number of Shares that remain unpurchased on the Closing Date or the
Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate
amount of Shares to be purchased on such date, or if the Company and the Selling
Stockholders shall not exercise the right described in paragraph (b) above, then
this Agreement or, with respect to any Additional Closing Date, the obligation of
the Underwriters to purchase Shares on the Additional Closing Date, as the case may
be, shall terminate without liability on the part of the non-defaulting
Underwriters. Any termination of this Agreement pursuant to this Section 11 shall
be without liability on the part of the Company and the Selling Stockholders,
except that the Company will continue to be liable for the payment of expenses as
set forth in

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Section 12 hereof and except that the provisions of Section 8 hereof shall not
terminate and shall remain in effect.

     (d) Nothing contained herein shall relieve a defaulting Underwriter of any
liability it may have to the Company, the Selling Stockholders or any
non-defaulting Underwriter for damages caused by its default.”

We respectfully inform the Staff that the underwriting agreement will be included with a
later filing.

    16.

    Please revise your Prospectus to include your supplemental response to comment 51 of our
letter dated May 17, 2005.

We have
revised the Prospectus to reflect the Staff’s comments. Please
see pages 97-98 of
the Prospectus.

Pike Holdings, Inc. Audited Consolidated Financial Statements

Consolidated Statement of Income, page F-5

    17.

    We note your response to our prior comment 52. We believe Rule 5-03(9) of Regulation S-X
identifies specific items that m