SEC Company Response from Meta Platforms, (META) — May 15, 2012
Meta Platforms, Inc.
Date: May 15, 2012 · CIK: 0001326801 · Accession: 0001193125-12-233888
AI Filing Summary & Sentiment
File numbers found in text: 001-35551, 333-179287
Letter
Acceleration Request
FACEBOOK, INC.
1601 Willow Road
Menlo Park, California 94025
May 15, 2012
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention:
Barbara C. Jacobs, Assistant Director
Evan S. Jacobson, Attorney-Advisor
Kathleen Collins, Accounting Branch Chief
Melissa Kindelan, Staff Accountant
Re:
Facebook, Inc. Form S-1 Registration Statement (Registration No. 333-179287)
originally filed February 1, 2012, as amended, and corresponding Registration
Statement on Form 8-A (File No. 001-35551)
Acceleration Request
Requested Date:
May 17, 2012
Requested Time:
4:01 PM Eastern Time
Ladies and Gentlemen:
Facebook, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.
The Registrant hereby authorizes Jeffrey R. Vetter or Gordon K. Davidson, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration.
The Registrant hereby acknowledges that:
•
should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the Registrant may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Vetter at (650) 335-7631, or in his absence, Mr. Davidson at (650) 335-7237.
Sincerely,
FACEBOOK, INC.
By:
/s/ David A. Ebersman
David A. Ebersman
Chief Financial Officer
cc:
Theodore W. Ullyot, Vice President, General Counsel, and Secretary
David W. Kling, Deputy General Counsel
Michael L. Johnson, Associate General Counsel
Facebook, Inc.
Gordon K. Davidson
Jeffrey R. Vetter
James D. Evans
Fenwick & West LLP
May 15, 2012
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attention: Evan S. Jacobson
Re:
Facebook, Inc.
Registration Statement on Form S-1
Registration No. 333-179287
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we, the representative of the several underwriters, wish to advise you that between May 3, 2012 and May 14, 2012 at 5:00 p.m., New York time, 31,718 copies of the Preliminary Prospectus dated May 3, 2012 were distributed as follows:
•
30,594 to 31 prospective underwriters and dealers;
•
889 to 889 institutional investors;
•
231 to 231 individuals; and
•
4 to 4 others.
The undersigned, as representative of the several underwriters, has and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:01 p.m., Washington, D.C. time, on May 17, 2012 or as soon thereafter as practicable.
[Signature page follows]
Very truly yours,
MORGAN STANLEY & CO. LLC
Show Raw Text
CORRESP 1 filename1.htm Acceleration Request FACEBOOK, INC. 1601 Willow Road Menlo Park, California 94025 May 15, 2012 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Barbara C. Jacobs, Assistant Director Evan S. Jacobson, Attorney-Advisor Kathleen Collins, Accounting Branch Chief Melissa Kindelan, Staff Accountant Re: Facebook, Inc. Form S-1 Registration Statement (Registration No. 333-179287) originally filed February 1, 2012, as amended, and corresponding Registration Statement on Form 8-A (File No. 001-35551) Acceleration Request Requested Date: May 17, 2012 Requested Time: 4:01 PM Eastern Time Ladies and Gentlemen: Facebook, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the above-captioned Registration Statements on Form S-1 and Form 8-A effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable. The Registrant hereby authorizes Jeffrey R. Vetter or Gordon K. Davidson, both of whom are attorneys with the Registrant’s outside legal counsel, Fenwick & West LLP, to orally modify or withdraw this request for acceleration. The Registrant hereby acknowledges that: • should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Registrant may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Registrant requests that it be notified of such effectiveness by a telephone call to Mr. Vetter at (650) 335-7631, or in his absence, Mr. Davidson at (650) 335-7237. Sincerely, FACEBOOK, INC. By: /s/ David A. Ebersman David A. Ebersman Chief Financial Officer cc: Theodore W. Ullyot, Vice President, General Counsel, and Secretary David W. Kling, Deputy General Counsel Michael L. Johnson, Associate General Counsel Facebook, Inc. Gordon K. Davidson Jeffrey R. Vetter James D. Evans Fenwick & West LLP May 15, 2012 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 100 F Street, N.E. Washington, D.C. 20549 Attention: Evan S. Jacobson Re: Facebook, Inc. Registration Statement on Form S-1 Registration No. 333-179287 Ladies and Gentlemen: In connection with the above-captioned Registration Statement, we, the representative of the several underwriters, wish to advise you that between May 3, 2012 and May 14, 2012 at 5:00 p.m., New York time, 31,718 copies of the Preliminary Prospectus dated May 3, 2012 were distributed as follows: • 30,594 to 31 prospective underwriters and dealers; • 889 to 889 institutional investors; • 231 to 231 individuals; and • 4 to 4 others. The undersigned, as representative of the several underwriters, has and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:01 p.m., Washington, D.C. time, on May 17, 2012 or as soon thereafter as practicable. [Signature page follows] Very truly yours, MORGAN STANLEY & CO. LLC As representative of the Prospective Underwriters By: /S/ CYNTHIA GAYLOR Name: Cynthia Gaylor Title: Managing Director [Signature Page to Underwriters’ Acceleration Request Letter]