SEC Company Response from ORTHOPEDIATRICS CORP (KIDS) (CIK 0001425450) (KIDS) — Aug 10, 2017
ORTHOPEDIATRICS CORP (KIDS) (CIK 0001425450)
Date: Aug. 10, 2017 · CIK: 0001425450 · Accession: 0001571049-17-007379
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-212076
Referenced dates: June 28, 2016
Letter
VIA EDGAR AND HAND DELIVERY Office of Electronics and Machinery Securities and Exchange Commission Re: OrthoPediatrics Corp. Registration Statement on Form S-1 Submitted June 16, 2016 File No. 333-212076
Dear Ms. Ravitz:
On behalf of OrthoPediatrics Corp. (the “Company”), set forth below is the Company’s response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). An electronic version of Amendment No. 1 to the Registration Statement (the “Amendment”) has been concurrently filed with the Commission through its EDGAR system. The enclosed copy of the Amendment has been marked to reflect changes made to the Registration Statement.
Set forth below is the Company’s response to the comment of the Staff’s letter to the Company, dated June 28, 2016, relating to the Registration Statement. For convenience of reference, the text of the Staff’s comment has been reproduced in bold and italics herein. The Company has provided its response immediately after the comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amendment.
Note 11. Net Loss per share, page F-23
1. Tell us why you are presenting a supplemental pro forma EPS that shows the impact on pro forma EPS as if the accumulated dividends related to the Series A and Series B redeemable convertible preferred stock were converted into common shares. Support your conclusion that such an event is probable.
August 10, 2017
Page 2
Response: In response to the Staff’s comment, the Company agrees it is not probable that the accumulated dividends related to both the Series A and Series B redeemable convertible preferred stock will be converted into common shares. Specifically, approximately 50% of the accumulated dividends related to the Series B redeemable convertible preferred stock are expected to be paid in cash. The Company has therefore revised the disclosure on page F-28 of the Amendment to remove the supplemental pro forma EPS presentation.
*********
Any comments or questions regarding the foregoing should be directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Christopher D. Lueking
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330 North Wabash Avenue
Suite 2800
Chicago, Illinois 60611
Tel: +1.312.876.7700 Fax: +1.312.993.9767
www.lw.com
FIRM / AFFILIATE OFFICES
Barcelona
Moscow
Beijing
Munich
Boston
New York
Brussels
Orange County
Century City
Paris
Chicago
Riyadh
Dubai
Rome
Düsseldorf
San Diego
August 10, 2017
VIA EDGAR AND HAND DELIVERY
Amanda Ravitz
Assistant Director
Office of Electronics and Machinery
Securities and Exchange Commission
Frankfurt
San Francisco
Hamburg
Seoul
Hong Kong
Shanghai
Houston
Silicon Valley
London
Singapore
Los Angeles
Tokyo
Madrid
Washington, D.C.
Milan
100 F Street, N.E.
Washington, DC 20549
Re: OrthoPediatrics Corp.
Registration Statement on Form S-1
Submitted June 16, 2016
File No. 333-212076
Dear Ms. Ravitz:
On behalf of OrthoPediatrics Corp. (the
“Company”), set forth below is the Company’s response to the comment of the Staff of the Division
of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). An
electronic version of Amendment No. 1 to the Registration Statement (the “Amendment”) has been concurrently
filed with the Commission through its EDGAR system. The enclosed copy of the Amendment has been marked to reflect changes made
to the Registration Statement.
Set forth below is the Company’s response
to the comment of the Staff’s letter to the Company, dated June 28, 2016, relating to the Registration Statement. For convenience
of reference, the text of the Staff’s comment has been reproduced in bold and italics herein. The Company has provided its
response immediately after the comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such
terms in the Amendment.
Note 11. Net Loss
per share, page F-23
1. Tell us why you are presenting a supplemental pro forma EPS that shows the impact on pro forma EPS as if the accumulated
dividends related to the Series A and Series B redeemable convertible preferred stock were converted into common shares. Support
your conclusion that such an event is probable.
August 10, 2017
Page 2
Response: In response to
the Staff’s comment, the Company agrees it is not probable that the accumulated dividends related to both the Series A and
Series B redeemable convertible preferred stock will be converted into common shares. Specifically, approximately 50% of the accumulated
dividends related to the Series B redeemable convertible preferred stock are expected to be paid in cash. The Company has therefore
revised the disclosure on page F-28 of the Amendment to remove the supplemental pro forma EPS presentation.
*********
Any comments or questions regarding the foregoing should be
directed to the undersigned at +1.312.876.7680. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Christopher D. Lueking
Christopher D. Lueking, Esq.
of LATHAM & WATKINS LLP
Enclosures
cc: (via e-mail)
Mark C. Throdahl, OrthoPediatrics Corp.
Charles Ruck, Latham & Watkins LLP
Divakar Gupta, Cooley LLP