Correspondence 0001193125-24-142744 from LL Flooring Holdings, Inc. (LLFLQ) (CIK 0001396033)
LL Flooring Holdings, Inc. (LLFLQ) (CIK 0001396033)
Date: May 20, 2024 · CIK: 0001396033 · Accession: 0001193125-24-142744
AI Filing Summary & Sentiment
File numbers found in text: 001-33767
Referenced dates: May 16, 2024
Letter
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE MANHATTAN WEST
NEW YORK, NY 10001
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
May 20, 2024
FIRM/AFFILIATE
OFFICES
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
SUBMISSION VIA EDGAR
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.
Attn: Blake Grady
Re: LL Flooring Holdings, Inc.
Preliminary Proxy Statement Filed May 10, 2024
File No. 001-33767
Ladies and Gentlemen:
On behalf of LL Flooring Holdings, Inc. (the “Company” or “LL Flooring”), and in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s preliminary proxy statement filed May 10, 2024 (the “Preliminary Proxy Statement”), contained in the letter from the Staff to Charles Tyson, dated May 16, 2024 (the “Staff Comment Letter”), set forth below are the Company’s responses to the Staff Comment Letter. The Company has revised the Preliminary Proxy Statement and is filing a revised preliminary proxy statement (the “Revised Preliminary Proxy Statement”) concurrently herewith.
The headings and paragraph numbers in this letter correspond to those contained in the Staff Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Preliminary Proxy Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Preliminary Proxy Statement.
Division of Corporation Finance
Securities and Exchange Commission
May 20, 2024
Page 2
The Company also would like to note for the Staff that the Revised Preliminary Proxy Statement will have certain updates to provide stockholders with updated information since the filing of the Preliminary Proxy Statement, including additions to the Background of Solicitation.
General
1. On the proxy card, please put the Sullivan Nominees in alphabetical order by last name. See Rule 14a-19(e)(4).
Response: The Company respectfully acknowledges the Staff’s comment and has revised the proxy card accordingly in the Revised Preliminary Proxy Statement so that the Sullivan Nominees appear in alphabetical order by last name. The Company also notes for the Staff that the proxy card has been updated to reflect certain formatting and other minor changes.
Page 88
2. We note the disclosure on page 88 and elsewhere that brokers will have discretionary authority to vote on routine matters and that Proposal 5 is a routine matter. It is our understanding that brokers may only exercise discretionary authority on routine matters if they do not receive soliciting materials from either dissident. Please clarify throughout the filing or advise.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly in the Revised Preliminary Proxy Statement to clarify that because of the contested nature of the solicitation, without a stockholder’s voting instructions, a stockholder’s broker, bank or other nominee may not vote a stockholder’s shares with respect to the election of the Board’s nominees or any of the other proposals if such stockholder’s broker, brank or other nominee provides it with Mr. Hammann’s or Mr. Sullivan’s proxy materials.
3. Words appear to be missing from the following disclosure on page 88: “If you sign and return your WHITE proxy card, but do not properly direct how your shares should be voted on a proposal, the proxy holders ‘for’ Proposals 2, 3, 4 and 5.” Please revise.
Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly in the Revised Preliminary Proxy Statement to clarify that if stockholders sign and return a white proxy card and do not direct how their shares should be voted on a proposal, the proxy holders will vote “for” the three (3) Company Nominees and “for” proposals 2, 3, 4 and 5, as applicable.
Page 93
4. We note your disclosure on page 93 of the aggregate expenses expected to be incurred in connection with the solicitation of proxies, excluding “litigation costs in connection with
Division of Corporation Finance
Securities and Exchange Commission
May 20, 2024
Page 3
the Annual Meeting.” Please revise to include litigation expenses incidental to the solicitation. Refer to Item 4(b)(4) of Schedule 14A and Instruction 1 to Item 4.
Response: The Company respectfully acknowledges the Staff’s comment. The Company confirms that no litigation currently is pending or anticipated in connection with the Annual Meeting. Accordingly, such reference to litigation has been deleted in the Revised Preliminary Proxy Statement.
***
Division of Corporation Finance
Securities and Exchange Commission
May 20, 2024
Page 4
We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible as the Company would like to be in a position to file its definitive proxy statement on or about May 22, 2024. Please direct any questions or comments regarding the foregoing to me at (212) 735-2116 or richard.grossman@skadden.com.
Very truly yours,
/s/ Richard J. Grossman
Show Raw Text
CORRESP 1 filename1.htm CORRESP SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com May 20, 2024 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO SUBMISSION VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Blake Grady Re: LL Flooring Holdings, Inc. Preliminary Proxy Statement Filed May 10, 2024 File No. 001-33767 Ladies and Gentlemen: On behalf of LL Flooring Holdings, Inc. (the “Company” or “LL Flooring”), and in response to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on the Company’s preliminary proxy statement filed May 10, 2024 (the “Preliminary Proxy Statement”), contained in the letter from the Staff to Charles Tyson, dated May 16, 2024 (the “Staff Comment Letter”), set forth below are the Company’s responses to the Staff Comment Letter. The Company has revised the Preliminary Proxy Statement and is filing a revised preliminary proxy statement (the “Revised Preliminary Proxy Statement”) concurrently herewith. The headings and paragraph numbers in this letter correspond to those contained in the Staff Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Preliminary Proxy Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Preliminary Proxy Statement. Division of Corporation Finance Securities and Exchange Commission May 20, 2024 Page 2 The Company also would like to note for the Staff that the Revised Preliminary Proxy Statement will have certain updates to provide stockholders with updated information since the filing of the Preliminary Proxy Statement, including additions to the Background of Solicitation. General 1. On the proxy card, please put the Sullivan Nominees in alphabetical order by last name. See Rule 14a-19(e)(4). Response: The Company respectfully acknowledges the Staff’s comment and has revised the proxy card accordingly in the Revised Preliminary Proxy Statement so that the Sullivan Nominees appear in alphabetical order by last name. The Company also notes for the Staff that the proxy card has been updated to reflect certain formatting and other minor changes. Page 88 2. We note the disclosure on page 88 and elsewhere that brokers will have discretionary authority to vote on routine matters and that Proposal 5 is a routine matter. It is our understanding that brokers may only exercise discretionary authority on routine matters if they do not receive soliciting materials from either dissident. Please clarify throughout the filing or advise. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly in the Revised Preliminary Proxy Statement to clarify that because of the contested nature of the solicitation, without a stockholder’s voting instructions, a stockholder’s broker, bank or other nominee may not vote a stockholder’s shares with respect to the election of the Board’s nominees or any of the other proposals if such stockholder’s broker, brank or other nominee provides it with Mr. Hammann’s or Mr. Sullivan’s proxy materials. 3. Words appear to be missing from the following disclosure on page 88: “If you sign and return your WHITE proxy card, but do not properly direct how your shares should be voted on a proposal, the proxy holders ‘for’ Proposals 2, 3, 4 and 5.” Please revise. Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure accordingly in the Revised Preliminary Proxy Statement to clarify that if stockholders sign and return a white proxy card and do not direct how their shares should be voted on a proposal, the proxy holders will vote “for” the three (3) Company Nominees and “for” proposals 2, 3, 4 and 5, as applicable. Page 93 4. We note your disclosure on page 93 of the aggregate expenses expected to be incurred in connection with the solicitation of proxies, excluding “litigation costs in connection with Division of Corporation Finance Securities and Exchange Commission May 20, 2024 Page 3 the Annual Meeting.” Please revise to include litigation expenses incidental to the solicitation. Refer to Item 4(b)(4) of Schedule 14A and Instruction 1 to Item 4. Response: The Company respectfully acknowledges the Staff’s comment. The Company confirms that no litigation currently is pending or anticipated in connection with the Annual Meeting. Accordingly, such reference to litigation has been deleted in the Revised Preliminary Proxy Statement. *** Division of Corporation Finance Securities and Exchange Commission May 20, 2024 Page 4 We trust that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible as the Company would like to be in a position to file its definitive proxy statement on or about May 22, 2024. Please direct any questions or comments regarding the foregoing to me at (212) 735-2116 or richard.grossman@skadden.com. Very truly yours, /s/ Richard J. Grossman Richard J. Grossman cc: Charles E. Tyson Chief Executive Officer LL Flooring Holdings, Inc. Alice G. Givens Corporate Secretary LL Flooring Holdings, Inc.