SEC Company Response from Global Indemnity Group, LLC (GBLI) (CIK 0001494904) (GBLI) — Aug 14, 2018
Global Indemnity Group, LLC (GBLI) (CIK 0001494904)
Date: Aug. 14, 2018 · CIK: 0001494904 · Accession: 0001193125-18-248560
AI Filing Summary & Sentiment
File numbers found in text: 333-225758
Referenced dates: August 8, 2018
Letter
August 14, 2018
Via Email, EDGAR and Courier
Securities and Exchange Commission
Division of Corporation Finance
F Street, N.E.
Washington, D.C. 20549-3720
Attention: Ada D. Sarmento
Erin Jaskot
Re: Global Indemnity Limited
Amendment No. 1 to Registration Statement on Form S-3
Filed August 1, 2018
File No. 333-225758
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 August 8, 2018 (the “Comment Letter”), relating to the above referenced Amendment No. 1 to Registration Statement on Form S-3 (“Amendment No. 1”). The Company is concurrently filing via EDGAR this letter and Amendment No. 2 to the Registration Statement (“Amendment No. 2”). For the Staff’s reference, we are providing to the Staff by courier both a clean copy of Amendment No. 2 and a copy marked to show all changes from Amendment No. 1 filed on August 1, 2018.
In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Except for page references appearing in the headings and Staff comments below (which are references to Amendment No.1 submitted on August 1, 2018) all page references herein correspond to the page of Amendment No. 2.
Securities and Exchange Commission
August 14, 2018
Page
Amendment No. 1 to Form S-3 filed August 1, 2018
Description of the Debt Securities, page 16
1. We note your disclosure on pages 16 and 27 that the debt securities that may be issued by the Company and GIGI, as co-obligors, may be convertible. Please explain how this meets the requirements in Instruction I.C.4 of Form S-3 that the securities being registered are non-convertible securities.
The Company acknowledges the Staff’s comments and respectfully advises the Staff that it has revised the disclosures on pages 16, 18, 23 and 27 of Amendment No. 2, and will be filing a revised Form of Indenture as Exhibit 4.2, to clarify that the debt securities that may be issued by the Company and GIGI, as co-obligors, will not be convertible.
Securities and Exchange Commission
August 14, 2018
Page
Please direct any questions with respect to the Company’s responses to me at Megan J. Baier, at (212) 497-7736 or mbaier@wsgr.com or my colleague Katharine A. Martin at (650) 565-3522 or kmartin@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
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CORRESP
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CORRESP
August 14, 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:
Ada D. Sarmento
Erin Jaskot
Re:
Global Indemnity Limited
Amendment No. 1 to Registration Statement on Form S-3
Filed August 1, 2018
File No. 333-225758
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
August 8, 2018 (the “Comment Letter”), relating to the above referenced Amendment No. 1 to Registration Statement on Form S-3 (“Amendment
No. 1”). The Company is concurrently filing via EDGAR this letter and Amendment No. 2 to the Registration Statement (“Amendment No. 2”). For the Staff’s reference, we are
providing to the Staff by courier both a clean copy of Amendment No. 2 and a copy marked to show all changes from Amendment No. 1 filed on August 1, 2018.
In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s
response. Except for page references appearing in the headings and Staff comments below (which are references to Amendment No.1 submitted on August 1, 2018) all page references herein correspond to the page of Amendment No. 2.
Securities and Exchange Commission
August 14, 2018
Page
2
Amendment No. 1 to Form S-3 filed August 1, 2018
Description of the Debt Securities, page 16
1.
We note your disclosure on pages 16 and 27 that the debt securities that may be issued by the
Company and GIGI, as co-obligors, may be convertible. Please explain how this meets the requirements in Instruction I.C.4 of Form S-3 that the securities being
registered are non-convertible securities.
The Company
acknowledges the Staff’s comments and respectfully advises the Staff that it has revised the disclosures on pages 16, 18, 23 and 27 of Amendment No. 2, and will be filing a revised Form of Indenture as Exhibit 4.2, to clarify that the debt
securities that may be issued by the Company and GIGI, as co-obligors, will not be convertible.
Securities and Exchange Commission
August 14, 2018
Page
3
Please direct any questions with respect to the Company’s responses to me at Megan J.
Baier, at (212) 497-7736 or mbaier@wsgr.com or my colleague Katharine A. Martin at (650) 565-3522 or kmartin@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Megan J. Baier
Megan J. Baier
Enclosures
cc (w/enclosures):
Thomas M. McGeehan
Stephen Ries, Esq
Global Indemnity Limited
Katharine A. Martin
Wilson Sonsini Goodrich & Rosati, P.C.