SEC Comment Letter for National CineMedia, Inc. (NCMI) (CIK 0001377630) (NCMI) — Jan 16, 2007
National CineMedia, Inc. (NCMI) (CIK 0001377630)
Date: Jan. 16, 2007 · CIK: 0001377630 · Accession: 0000000000-07-002232
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-137976
Referenced dates: November 9, 2006
Letter
Mail Stop 3720 January 5, 2007 Ralph E. Hardy, Esq. Executive Vice President and General Counsel National CineMedia, Inc. 9110 E. Nichols Ave., Suite 200 Centennial, Colorado 80112-3405
Re: National CineMedia, Inc. Amendment No. 2 to Registrati on Statement on Form S-1 Filed December 21, 2006 File No. 333-137976
Dear Mr. Hardy:
We have reviewed your amended filing and have the following comments. Please amend the registration statement in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments.
General 1. We note your response to comment one. Since you are the successor of National CineMedia, LLC, it appears to us that the financial statements of the Registrant should be included in the registration st atement. Please revise or advise. 2. We note your response to comment six. Please expand note 8 on page 41 to discuss the impact on your consolidati on accounting policy if any director designee to NCM Inc.’s board design ated by any founding member is not appointed to NCM Inc. board. In this regard, we note your response indicating that if the approval rights noted above ar e triggered, the consolidation of NCM, LLC into NCM, Inc. would be reevaluate d at that time. However, based on the nature of the rights addressed in your res ponse, it appears to us that these rights should be considered participatory rights are therefore consol idation would no be appropriate. Please revise or advise.
Ralph E. Hardy, Esq. National CineMedia, Inc. January 5, 2007 Page 2
3. Please file the third party consents for the reports that were prepared specifically for you. See comment five to our letter dated November 9, 2006.
Management, page 102 4. Please note that in your next amendment you should include executive compensation information for the most recently-completed fiscal year.
* * * * *
Please amend your registration statement in response to these comments. Please provide us with marked copies of the amendm ent to expedite our review. Please furnish a response letter with your amendment that keys your responses to our comments and provides any requested information. Pleas e submit the response letter on EDGAR as correspondence. Detailed response letters greatly facilitate our review. Please understand that we may have additional comm ents after reviewing your amendment and responses to our comments.
You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349, or Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551-3835, if you have questions regarding comments on the fina ncial statements and relate d matters. Please contact William Bennett, Staff Attorney, at (202) 551-3389, or Cheryl Grant, Senior Staff Attorney, at (202) 551-3359 with any other questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mail Stop 3720 January 5, 2007 Ralph E. Hardy, Esq. Executive Vice President and General Counsel National CineMedia, Inc. 9110 E. Nichols Ave., Suite 200 Centennial, Colorado 80112-3405 Re: National CineMedia, Inc. Amendment No. 2 to Registrati on Statement on Form S-1 Filed December 21, 2006 File No. 333-137976 Dear Mr. Hardy: We have reviewed your amended filing and have the following comments. Please amend the registration statement in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. General 1. We note your response to comment one. Since you are the successor of National CineMedia, LLC, it appears to us that the financial statements of the Registrant should be included in the registration st atement. Please revise or advise. 2. We note your response to comment six. Please expand note 8 on page 41 to discuss the impact on your consolidati on accounting policy if any director designee to NCM Inc.’s board design ated by any founding member is not appointed to NCM Inc. board. In this regard, we note your response indicating that if the approval rights noted above ar e triggered, the consolidation of NCM, LLC into NCM, Inc. would be reevaluate d at that time. However, based on the nature of the rights addressed in your res ponse, it appears to us that these rights should be considered participatory rights are therefore consol idation would no be appropriate. Please revise or advise. Ralph E. Hardy, Esq. National CineMedia, Inc. January 5, 2007 Page 2 3. Please file the third party consents for the reports that were prepared specifically for you. See comment five to our letter dated November 9, 2006. Management, page 102 4. Please note that in your next amendment you should include executive compensation information for the most recently-completed fiscal year. * * * * * Please amend your registration statement in response to these comments. Please provide us with marked copies of the amendm ent to expedite our review. Please furnish a response letter with your amendment that keys your responses to our comments and provides any requested information. Pleas e submit the response letter on EDGAR as correspondence. Detailed response letters greatly facilitate our review. Please understand that we may have additional comm ents after reviewing your amendment and responses to our comments. You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349, or Carlos Pacho, Senior Assistant Chief Accountant, at (202) 551-3835, if you have questions regarding comments on the fina ncial statements and relate d matters. Please contact William Bennett, Staff Attorney, at (202) 551-3389, or Cheryl Grant, Senior Staff Attorney, at (202) 551-3359 with any other questions. Sincerely, Larry Spirgel Assistant Director cc: Via fax: (303) 866-0200 W. Dean Salter, Esq. Holme, Roberts & Owen, LLP