SEC Comment Letter for BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790) (RILY) — Oct 8, 2014
BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790)
Date: Oct. 8, 2014 · CIK: 0001464790 · Accession: 0000000000-14-050532
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-198814
Letter
October 8, 2014 Via E -mail Bryant Riley Chief Executive Officer Great American Group, Inc. 21860 Burbank Boulevard, Suite 300 South Woodland Hills, California 91367
Re: Great American Group, Inc. Registration Statement on Form S-1 Filed September 18, 2014 File No. 333-198814
Dear Mr. Riley :
We have limited our review of your registration statement to the issue we have addressed in our comment . In our comment, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments.
General
1. Given the size of the offering relative to the number of shares presently outstanding held by non -affiliates, as well as the nature of the offering and identity of the selling shareholders, we are concerned that this tr ansaction could be a primary offering on behalf of the registrant. Please provide us with a detailed analysis as to why the proposed offering is not a primary offering on your behalf and thus should be appropriately characterized as a transaction eligible to be made pursuant to Rule 415(a)(1)(i) under the Securities Act. We may have further comments after reviewing your response. Please refer to Question 612.09 of our Compliance & Disclosure Interpretations for Securities Act Rules, which can be found on our website, www.sec.gov .
Bryant Riley Great American Group, Inc. October 8, 2014 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above r egistration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Daniel Porco, Staff Attorney, at (202) 551 -3477 or Dietrich King, Legal Branch Chie f, at (202) 551 -3338 or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Dietrich A. King for
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October 8, 2014 Via E -mail Bryant Riley Chief Executive Officer Great American Group, Inc. 21860 Burbank Boulevard, Suite 300 South Woodland Hills, California 91367 Re: Great American Group, Inc. Registration Statement on Form S-1 Filed September 18, 2014 File No. 333-198814 Dear Mr. Riley : We have limited our review of your registration statement to the issue we have addressed in our comment . In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. General 1. Given the size of the offering relative to the number of shares presently outstanding held by non -affiliates, as well as the nature of the offering and identity of the selling shareholders, we are concerned that this tr ansaction could be a primary offering on behalf of the registrant. Please provide us with a detailed analysis as to why the proposed offering is not a primary offering on your behalf and thus should be appropriately characterized as a transaction eligible to be made pursuant to Rule 415(a)(1)(i) under the Securities Act. We may have further comments after reviewing your response. Please refer to Question 612.09 of our Compliance & Disclosure Interpretations for Securities Act Rules, which can be found on our website, www.sec.gov . Bryant Riley Great American Group, Inc. October 8, 2014 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above r egistration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Daniel Porco, Staff Attorney, at (202) 551 -3477 or Dietrich King, Legal Branch Chie f, at (202) 551 -3338 or me at (202) 551 -3720 with any other questions. Sincerely, /s/ Dietrich A. King for Mara L. Ransom Assistant Director