SEC Comment Letter for Global Indemnity Group, LLC (GBLI) (CIK 0001494904) (GBLI) — Mar 31, 2015
Global Indemnity Group, LLC (GBLI) (CIK 0001494904)
Date: March 31, 2015 · CIK: 0001494904 · Accession: 0000000000-15-018718
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-202804
Letter
March 30, 2015 Via E -mail Thomas M. McGeehan Chief Financial Officer Global Indemnity plc 25/28 North Wall Quay Dublin 1 Ireland
Re: Global Indemnity plc Registration Statement on Form S -3 Filed March 16 , 2015 File No. 333-202804
Dear Mr. McGeehan :
We have limited our review of you r registration statement to the issue we have addressed in our comment .
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 sta tement and the information you provide in response to our comment , we may have additional comments.
General
1. We note that you have incorporated by reference your Form 10 -K for the fiscal year ended December 31, 2014 and that your Form 10 -K incorporates Part III information by reference to your definitive proxy statement that has not yet been filed. Please be advised that we cannot accelerate the effective date of your registration statement until you file the information required by Part III of Form 10 -K.
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.
Thomas M. McGeehan Global Indemnity plc March 30 , 2015 Page 2
Notwithstanding our comment , in the event you request accelerat ion 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 f oreclose 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 accelerati on 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 registration statement. Please allow adequat e time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Johnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any questions.
Sincerely,
/s/ Bryan J. P itko for
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March 30, 2015 Via E -mail Thomas M. McGeehan Chief Financial Officer Global Indemnity plc 25/28 North Wall Quay Dublin 1 Ireland Re: Global Indemnity plc Registration Statement on Form S -3 Filed March 16 , 2015 File No. 333-202804 Dear Mr. McGeehan : We have limited our review of you r registration statement to the issue we have addressed in our comment . 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 sta tement and the information you provide in response to our comment , we may have additional comments. General 1. We note that you have incorporated by reference your Form 10 -K for the fiscal year ended December 31, 2014 and that your Form 10 -K incorporates Part III information by reference to your definitive proxy statement that has not yet been filed. Please be advised that we cannot accelerate the effective date of your registration statement until you file the information required by Part III of Form 10 -K. 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. Thomas M. McGeehan Global Indemnity plc March 30 , 2015 Page 2 Notwithstanding our comment , in the event you request accelerat ion 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 f oreclose 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 accelerati on 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 registration statement. Please allow adequat e time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Johnny Gharib at (202) 551 -3170 or me at (202) 551 -3715 with any questions. Sincerely, /s/ Bryan J. P itko for Jeffrey P. Riedler Assistant Dire ctor