SEC Comment Letter for National CineMedia, Inc. (NCMI) (CIK 0001377630) (NCMI) — Feb 5, 2007
National CineMedia, Inc. (NCMI) (CIK 0001377630)
Date: Feb. 5, 2007 · CIK: 0001377630 · Accession: 0000000000-07-006025
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-137976
Letter
February 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 Amendment No. 5 to Registrati on Statement on Form S-1 Filed January 26, 2007 File No. 333-137976
Re: National CineMedia, Inc. Amendment No. 4 to Registrati on Statement on Form S-1 Filed January 24, 2007
Dear Mr. Hardy:
We have reviewed your amended filings and have the following comments. Please amend the registration statement in resp onse 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.
Prospectus Summary
Digital Cinemedia, page 7 1. Under Digital Cinema on page 7, quantify the monthly fee you will earn and file the amended and restated letter agreement relating to digi tal cinema as an exhibit.
Corporate History and Reorganization, page 74
Reorganization, page 75 2. You state on pages 37 and 76 that “[ t]he purpose for issuing the preferred membership units in connection with the non-cash recapitalization, and for subsequently redeeming all the preferred membership units in connection with the
Ralph E. Hardy, Esq. National CineMedia, Inc. February 5, 2007 Page 2
offering, is to create an efficient mech anism for distributing all the redemption proceeds to [the] founding members.” Pl ease explain here what you mean by “an efficient mechanism for distributing all the redemption proceeds,” and elaborate as to why the common membership units are being exchanged for, in part, preferred membership units that only will be redeemed shortly thereafter.
Executive Compensation, page 117
Employment and Other Agreements, page 125 3. The employment agreement entered into w ith Kurt C. Hall indicates that his stretch bonus will be at least 150% of hi s base salary. See Exhibit 10.15. The disclosure on page 125 indicates that his stretch bonus will be at least 50% of his base salary. Please reconcile as necessary.
Part II
Item 16. Exhibit and Financial Schedules 4. Tell us why you have intentionally omitted exhibits 10.1 and 10.7. 5. Regarding the exhibits for which conf idential treatment has been requested, please include a legend indicating both that the material has been omitted pursuant to a request for confidential trea tment and that the material has been filed separately with the Commission.
Legality Opinion 6. Counsel’s opinion regarding the shares bei ng registered must speak as of the date of effectiveness of the registration statemen t. Yet, in the final paragraph of the January 23, 2007 opinion included as an exhibit to Amendment No. 4 filed on January 24, 2007, counsel states that “[t]he opinions expressed herein are rendered as of the date hereof.” As a result, please file a revised opinion with your next pre-effective amendment that does not include the in itial two sentences of the final paragraph or that otherwise ensures the opinion speak s as of the date of effectiveness of the registration statement.
* * * * *
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
Ralph E. Hardy, Esq. National CineMedia, Inc. February 5, 2007 Page 3
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 February 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. 4 to Registrati on Statement on Form S-1 Filed January 24, 2007 Amendment No. 5 to Registrati on Statement on Form S-1 Filed January 26, 2007 File No. 333-137976 Dear Mr. Hardy: We have reviewed your amended filings and have the following comments. Please amend the registration statement in resp onse 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. Prospectus Summary Digital Cinemedia, page 7 1. Under Digital Cinema on page 7, quantify the monthly fee you will earn and file the amended and restated letter agreement relating to digi tal cinema as an exhibit. Corporate History and Reorganization, page 74 Reorganization, page 75 2. You state on pages 37 and 76 that “[ t]he purpose for issuing the preferred membership units in connection with the non-cash recapitalization, and for subsequently redeeming all the preferred membership units in connection with the Ralph E. Hardy, Esq. National CineMedia, Inc. February 5, 2007 Page 2 offering, is to create an efficient mech anism for distributing all the redemption proceeds to [the] founding members.” Pl ease explain here what you mean by “an efficient mechanism for distributing all the redemption proceeds,” and elaborate as to why the common membership units are being exchanged for, in part, preferred membership units that only will be redeemed shortly thereafter. Executive Compensation, page 117 Employment and Other Agreements, page 125 3. The employment agreement entered into w ith Kurt C. Hall indicates that his stretch bonus will be at least 150% of hi s base salary. See Exhibit 10.15. The disclosure on page 125 indicates that his stretch bonus will be at least 50% of his base salary. Please reconcile as necessary. Part II Item 16. Exhibit and Financial Schedules 4. Tell us why you have intentionally omitted exhibits 10.1 and 10.7. 5. Regarding the exhibits for which conf idential treatment has been requested, please include a legend indicating both that the material has been omitted pursuant to a request for confidential trea tment and that the material has been filed separately with the Commission. Legality Opinion 6. Counsel’s opinion regarding the shares bei ng registered must speak as of the date of effectiveness of the registration statemen t. Yet, in the final paragraph of the January 23, 2007 opinion included as an exhibit to Amendment No. 4 filed on January 24, 2007, counsel states that “[t]he opinions expressed herein are rendered as of the date hereof.” As a result, please file a revised opinion with your next pre-effective amendment that does not include the in itial two sentences of the final paragraph or that otherwise ensures the opinion speak s as of the date of effectiveness of the registration statement. * * * * * 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 Ralph E. Hardy, Esq. National CineMedia, Inc. February 5, 2007 Page 3 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