SEC Comment Letter for BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790) (RILY) — Aug 3, 2009
BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790)
Date: Aug. 3, 2009 · CIK: 0001464790 · Accession: 0000000000-09-041446
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-33629, 333-159644
Letter
Mail Stop 3561 July 30, 2009 Mark D. Klein Chief Executive Officer Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35 th Floor New York, New York 10022 Re: Alternative Asset Mana gement Acquisition Corp. Form 8-K Filed July 28, 2009 File No. 001-33629 Great American Group, Inc. Form 8-K Filed July 30, 2009 File No. 333-159644
Dear Mr. Klein:
We have reviewed the above referenced f ilings and we have the following comment. Where indicated, we think you should revise your doc uments 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 detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1. We note the Form 8-Ks filed by Alternative Asset Management Acquisition Corp. and Great American Group, Inc. on July 28, 2009 and Ju ly 30, 2009, respectively, which indicate that you have amended several elements of the Ag reement and Plan of Reorganization. These include, but are not limited to, ch anges to the contingent cons ideration, cash consideration and share exchange ratios. Pl ease tell us the manner in which you furnished this information to stockholders in advance of the meeting, as ide from filing the Form 8-K on EDGAR, with a view to explaining why you belie ve that your proxy materials di d not omit any material facts necessary for stockholders to make an informed voting decision. In addition, please also tell
Mark D. Klein Alternative Asset Management Acquisition Corp. July 30, 2009 Page 2
us why you believe that furnishing this info rmation on July 28, 2009 allows for a sufficient amount of time for stockholders to consider the information in advance of tomorrow’s meeting. Refer to Rule 14a-9 of Regulati on 14A. Finally, please also tell us what consideration you have given to how you intend to tabulate any votes th at were provided to you in advance of the time that you furnishe d shareholders with this new information.
* * * As appropriate, please respond to this commen t within 10 business da ys or tell us when you will provide us with a response. Please unde rstand that we may have additional comments after reviewing your response to our comment. Please contact Chris Chase, Attorney-A dvisor, at (202) 551-3485, John Fieldsend, Attorney-Advisor, at (202) 551-3343, Mara Ransom , Legal Branch Chief, at (202) 551-3264 or me at with any questions. Sincerely,
H. Christopher Owings Assistant Director cc: Douglas S. Ellenoff, Esq. Ellenoff Grossman & Schole LLP
Via Facsimile
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Mail Stop 3561 July 30, 2009 Mark D. Klein Chief Executive Officer Alternative Asset Management Acquisition Corp. 590 Madison Avenue, 35 th Floor New York, New York 10022 Re: Alternative Asset Mana gement Acquisition Corp. Form 8-K Filed July 28, 2009 File No. 001-33629 Great American Group, Inc. Form 8-K Filed July 30, 2009 File No. 333-159644 Dear Mr. Klein: We have reviewed the above referenced f ilings and we have the following comment. Where indicated, we think you should revise your doc uments 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 detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Preliminary Proxy Statement on Schedule 14A General 1. We note the Form 8-Ks filed by Alternative Asset Management Acquisition Corp. and Great American Group, Inc. on July 28, 2009 and Ju ly 30, 2009, respectively, which indicate that you have amended several elements of the Ag reement and Plan of Reorganization. These include, but are not limited to, ch anges to the contingent cons ideration, cash consideration and share exchange ratios. Pl ease tell us the manner in which you furnished this information to stockholders in advance of the meeting, as ide from filing the Form 8-K on EDGAR, with a view to explaining why you belie ve that your proxy materials di d not omit any material facts necessary for stockholders to make an informed voting decision. In addition, please also tell Mark D. Klein Alternative Asset Management Acquisition Corp. July 30, 2009 Page 2 us why you believe that furnishing this info rmation on July 28, 2009 allows for a sufficient amount of time for stockholders to consider the information in advance of tomorrow’s meeting. Refer to Rule 14a-9 of Regulati on 14A. Finally, please also tell us what consideration you have given to how you intend to tabulate any votes th at were provided to you in advance of the time that you furnishe d shareholders with this new information. * * * As appropriate, please respond to this commen t within 10 business da ys or tell us when you will provide us with a response. Please unde rstand that we may have additional comments after reviewing your response to our comment. Please contact Chris Chase, Attorney-A dvisor, at (202) 551-3485, John Fieldsend, Attorney-Advisor, at (202) 551-3343, Mara Ransom , Legal Branch Chief, at (202) 551-3264 or me at with any questions. Sincerely, H. Christopher Owings Assistant Director cc: Douglas S. Ellenoff, Esq. Ellenoff Grossman & Schole LLP Via Facsimile