SEC Company Response from Global Indemnity Group, LLC (GBLI) (CIK 0001494904) (GBLI) — Apr 30, 2018
Global Indemnity Group, LLC (GBLI) (CIK 0001494904)
Date: April 30, 2018 · CIK: 0001494904 · Accession: 0001193125-18-143364
AI Filing Summary & Sentiment
File numbers found in text: 333-223546
Referenced dates: March 19, 2018
Letter
CORRESP - SEC Response Letter
April 30, 2018
Via Email, EDGAR and Courier
Securities and Exchange Commission
Division of Corporation Finance
F Street, N.E.
Washington, D.C. 20549-3720
Attention:
Christine Westbrook
Erin Jaskot
Re: Global Indemnity Limited
Registration Statement on Form S-3
Filed March 9, 2018
File No. 333-223546
Ladies and Gentlemen:
On behalf of our client, Global Indemnity Limited (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 19, 2018 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-3 (the “Registration Statement”). The Company is concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For the Staff’s reference, we are providing to the Staff by courier both a clean copy of the Registration Statement and a copy marked to show all changes from Registration Statement filed on March 9, 2018.
In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the original Registration Statement submitted on March 9, 2018) all page references herein correspond to the page of Amendment No. 1, as applicable.
Incorporation by Reference, page 9
Securities and Exchange Commission
April 30, 2018
Page 2
1. Item 12(a)(2) of Form S-3 requires that specified documents be incorporated by reference by means of a statement to that effect in the prospectus listing all such documents. Please revise your disclosure to list the reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report incorporated by reference under Item 12(a)(1) of Form S-3.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 9 to list the reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report incorporated by reference under Item 12(a)(1) of Form S-3.
2. We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended December 31, 2017, which in turn incorporates by reference Part III information from a proxy statement that you have not yet filed. Please be advised that we will not be in a position to accelerate the effective date of your registration statement until you have amended your Form 10-K to include Part III information or filed the definitive proxy statement. Please refer to Securities Act Forms Compliance and Disclosure Interpretations Question 123.01 for guidance.
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has filed its Definitive Proxy Statement on Schedule 14A with the Commission on April 30, 2018. The Company has revised the disclosure on page 9 accordingly.
Securities and Exchange Commission
April 30, 2018
Page 3
Please direct any questions with respect to the Company’s responses or Amendment No. 1 to me at (650) 565-3522 or kmartin@wsgr.com, or to my colleague, Megan J. Baier, at (212) 497-7736 or mbaier@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI, Professional Corporation
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CORRESP 1 filename1.htm CORRESP - SEC Response Letter April 30, 2018 Via Email, EDGAR and Courier Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Christine Westbrook Erin Jaskot Re: Global Indemnity Limited Registration Statement on Form S-3 Filed March 9, 2018 File No. 333-223546 Ladies and Gentlemen: On behalf of our client, Global Indemnity Limited (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 19, 2018 (the “Comment Letter”), relating to the above referenced Registration Statement on Form S-3 (the “Registration Statement”). The Company is concurrently filing via EDGAR this letter and Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For the Staff’s reference, we are providing to the Staff by courier both a clean copy of the Registration Statement and a copy marked to show all changes from Registration Statement filed on March 9, 2018. In this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to the original Registration Statement submitted on March 9, 2018) all page references herein correspond to the page of Amendment No. 1, as applicable. Incorporation by Reference, page 9 Securities and Exchange Commission April 30, 2018 Page 2 1. Item 12(a)(2) of Form S-3 requires that specified documents be incorporated by reference by means of a statement to that effect in the prospectus listing all such documents. Please revise your disclosure to list the reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report incorporated by reference under Item 12(a)(1) of Form S-3. The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on page 9 to list the reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report incorporated by reference under Item 12(a)(1) of Form S-3. 2. We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended December 31, 2017, which in turn incorporates by reference Part III information from a proxy statement that you have not yet filed. Please be advised that we will not be in a position to accelerate the effective date of your registration statement until you have amended your Form 10-K to include Part III information or filed the definitive proxy statement. Please refer to Securities Act Forms Compliance and Disclosure Interpretations Question 123.01 for guidance. The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has filed its Definitive Proxy Statement on Schedule 14A with the Commission on April 30, 2018. The Company has revised the disclosure on page 9 accordingly. Securities and Exchange Commission April 30, 2018 Page 3 Please direct any questions with respect to the Company’s responses or Amendment No. 1 to me at (650) 565-3522 or kmartin@wsgr.com, or to my colleague, Megan J. Baier, at (212) 497-7736 or mbaier@wsgr.com. Sincerely, WILSON SONSINI GOODRICH & ROSATI, Professional Corporation /s/ Katharine A. Martin Katharine A. Martin Enclosures cc (w/ enclosures): Thomas M. McGeehan Stephen Ries, Esq Global Indemnity Limited Megan J. Baier Wilson Sonsini Goodrich & Rosati, P.C.