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Correspondence 0001140361-25-000086 from Revance Therapeutics, Inc. (CIK 0001479290)

Revance Therapeutics, Inc. (CIK 0001479290)
Date: Jan. 2, 2025 · CIK: 0001479290 · Accession: 0001140361-25-000086

AI Filing Summary & Sentiment

Date
January 2, 2025
Author
/s/ Demetrius Warrick
Form
CORRESP
Company
Revance Therapeutics, Inc. (CIK 0001479290)

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

January 2, 2025

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

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention: Brian Soares or Christina Chalk

Re:

Revance Therapeutics, Inc.

Schedule 14D-9 filed December 12, 2024

File No. 005-93410

Ladies and Gentlemen:

I am writing on behalf of Revance Therapeutics, Inc. (“Revance”) in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance, Office of Mergers & Acquisitions, dated December 23, 2024 (the “Comment Letter”) with respect to the above-referenced solicitation/recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”), filed with the Commission on December 12, 2024. This letter is being filed with the Commission electronically via the EDGAR system today.

In connection with the submission of this letter, Revance is filing Amendment No. 1 to the Schedule 14D-9 (the “Amended Schedule 14D-9”). The Amended Schedule 14D-9 reflects revisions made in response to the comments of the Staff in the Comment Letter and the updating of certain other information.

Set forth below is our response to the Staff’s comments as set forth in the Comment Letter. Please note that any reference to page numbers in our responses refer to the page numbers of the Amended Schedule 14D-9. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Amended Schedule 14D-9.

****

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

January 2, 2025

Page 2

General

1.

Refer to the following disclosures:

•

At the top of page 4 that the summary and description of the Confidentiality Agreement “do not purport to be complete”;

•

The first full paragraph on page 41 that the summary of the Centerview financial analysis “does not purport to be a complete description of the financial analyses performed or factors considered by, and underlying the opinion of, Centerview...”

•

The third paragraph on page 53 stating that the “summary of appraisal rights under the DGCL is not complete...

Please revise to remove the implication that these and any other summaries presented in your filing are not complete. While you may include appropriate disclaimers concerning the nature of a summary generally, summaries must be complete in describing all material analyses or terms. You may direct investors to read exhibits or annexes for a more complete discussion.

Response: In response to the Staff’s comment, Revance has revised the disclosure on pages 4, 5, 44 and 57 of the Amended Schedule 14D-9 to remove the implication that the referenced summaries are not complete.

Background of the Offer and the Merger, page 12

2.

We note multiple references in this section to “material open terms” in the merger agreement and other transactional documents being negotiated between Revance and Crown. With a view towards disclosure, please describe these material open terms.

Response: In response to the Staff’s comment, Revance has revised the disclosure on pages 20 and 21 of the Amended Schedule 14D-9 to describe the open terms of the transactional documents being negotiated between Revance and Crown.

Certain Unaudited Prospective Financial Information of Revance, page 37

3.

We note references to summaries of the April, August, and November Projections. Please revise to include the full projections instead of their summaries.

Response: In response to the Staff’s comment, Revance has revised the February, August, and November Projections on pages 39-42 of the Amended Schedule 14D-9 to include the full financial projections.

Summary of Centerview Financial Analysis, page 45

4.

For each of the valuation methodologies listed, provide the per share value or ranges of values yielded.

Response: In response to the Staff’s comment, Revance respectfully advises the Staff that the summaries of Centerview’s financial analyses in the existing disclosure on pages 45-48 of the Amended Schedule 14D-9 include the range of per share values yielded for each analysis. As a result, Revance believes that no additional disclosure is required.

****

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

January 2, 2025

Page 3

Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification in respect of the filings, please do not hesitate to contact me at 212-735-3235.

Sincerely,
/s/ Demetrius Warrick

Show Raw Text
CORRESP
1
filename1.htm

            Skadden, Arps, Slate, Meagher & Flom llp

            ONE MANHATTAN WEST

            NEW YORK, NY 10001

              TEL: (212) 735-3000

              FAX: (212) 735-2000

              www.skadden.com

              January 2, 2025

            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

    Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    100 F Street, N.E.

    Washington, D.C. 20549-3628

    Attention: Brian Soares or Christina Chalk

            Re:

            Revance Therapeutics, Inc.

            Schedule 14D-9 filed December 12, 2024

            File No. 005-93410

    Ladies and Gentlemen:

    I am writing on behalf of Revance Therapeutics, Inc. (“Revance”) in response to the comments of the staff (the “Staff”) of the Securities
      and Exchange Commission (the “Commission”) set forth in the letter from the Division of Corporation Finance, Office of Mergers & Acquisitions, dated December 23, 2024 (the “Comment Letter”) with respect to the above-referenced
      solicitation/recommendation statement on Schedule 14D-9 (the “Schedule 14D-9”), filed with the Commission on December 12, 2024. This letter is being filed with the Commission electronically via the EDGAR system today.

    In connection with the submission of this letter, Revance is filing Amendment No. 1 to the Schedule 14D-9 (the “Amended Schedule 14D-9”). The
      Amended Schedule 14D-9 reflects revisions made in response to the comments of the Staff in the Comment Letter and the updating of certain other information.

    Set forth below is our response to the Staff’s comments as set forth in the Comment Letter. Please note that any reference to page numbers in our
      responses refer to the page numbers of the Amended Schedule 14D-9. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Amended Schedule 14D-9.

    ****

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    January 2, 2025

    Page 2

    General

          1.

            Refer to the following disclosures:

          •

            At the top of page 4 that the summary and description of the Confidentiality Agreement “do not purport to be complete”;

          •

            The first full paragraph on page 41 that the summary of the Centerview financial analysis “does not purport to be a complete description of the financial analyses performed or factors
              considered by, and underlying the opinion of, Centerview...”

          •

            The third paragraph on page 53 stating that the “summary of appraisal rights under the DGCL is not complete...

    Please revise to remove the implication that these and any other summaries presented in your filing are not complete. While you may include appropriate
      disclaimers concerning the nature of a summary generally, summaries must be complete in describing all material analyses or terms. You may direct investors to read exhibits or annexes for a more complete discussion.

    Response: In response to the Staff’s comment, Revance has revised the disclosure on pages 4, 5, 44 and 57 of the Amended Schedule 14D-9 to remove
      the implication that the referenced summaries are not complete.

    Background of the Offer and the Merger, page 12

          2.

            We note multiple references in this section to “material open terms” in the merger agreement and other transactional documents being negotiated between Revance and
              Crown. With a view towards disclosure, please describe these material open terms.

    Response: In response to the Staff’s comment, Revance has revised the disclosure on pages 20 and 21 of the Amended Schedule 14D-9 to describe the
      open terms of the transactional documents being negotiated between Revance and Crown.

    Certain Unaudited Prospective Financial Information of Revance, page 37

          3.

            We note references to summaries of the April, August, and November Projections. Please revise to include the full projections instead of their summaries.

    Response:  In response to the Staff’s comment, Revance has revised the February, August, and November Projections on pages 39-42 of the Amended
      Schedule 14D-9 to include the full financial projections.

    Summary of Centerview Financial Analysis, page 45

          4.

            For each of the valuation methodologies listed, provide the per share value or ranges of values yielded.

    Response: In response to the Staff’s comment, Revance respectfully advises the Staff that the summaries of Centerview’s financial analyses in the
      existing disclosure on pages 45-48 of the Amended Schedule 14D-9 include the range of per share values yielded for each analysis. As a result, Revance believes that no additional disclosure is required.

    ****

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Mergers & Acquisitions

    January 2, 2025

    Page 3

    Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification
      in respect of the filings, please do not hesitate to contact me at 212-735-3235.

            Sincerely,

            /s/ Demetrius Warrick

            Demetrius Warrick

            Skadden, Arps, Slate, Meagher & Flom LLP

            cc:

            Dwight O. Moxie, Revance Therapeutics Inc.

            Howard Ellin, Skadden, Arps, Slate, Meagher & Flom LLP