SEC Company Response from Presurance Holdings, Inc. (PRHI, PRHIZ) (CIK 0001502292) (PRHI) — Jul 24, 2015
Presurance Holdings, Inc. (PRHI, PRHIZ) (CIK 0001502292)
Date: July 24, 2015 · CIK: 0001502292 · Accession: 0001104659-15-053098
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-205448
Letter
VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Attention: Johnny Gharib Jeffrey P. Riedler Re: Conifer Holdings, Inc. Registration Statement on Form S-1 File No. 333-205448
Dear Mr. Gharib:
On behalf of Conifer Holdings, Inc. (the “Company”) and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules promulgated thereunder, we supplementally submit this letter related to the Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”).
The purpose of this letter is to notify the Staff of the proposed price range and share number information expected to be included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement. Based on currently available information and market conditions, the initial offering price to the public of the Company’s common shares (the “Shares”) is expected to be between $[***] and $[***] per Share, based on [***] Shares to be offered to the public by the Company and [***] Shares to be outstanding following completion of the offering. The underwriters would therefore have an option to purchase up to an additional [***] Shares. In light of the volatile nature of the capital markets in the current environment, such price range, number of shares offered and related information are subject to change based upon market conditions, Company performance and other factors. Attached as Annex A are relevant sections of the Registration Statement, marked to reflect the expected price range and number of shares offered, all of which we expect to include in a subsequent amendment to the Registration Statement.
The Company expects to file an amendment to the Registration Statement on or about [***] to file additional exhibits, to reflect the estimated price range and share amounts, and to add the presentation of the preliminary results for the period ended June 30, 2015, in connection with the printing of Preliminary Prospectuses and commencement of the road show. The Company and the underwriters are currently preparing to begin the road
2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506
Detroit · Lansing · Bloomfield Hills · Ann Arbor · Kalamazoo
July 24, 2015
Page 2
show for the offering on or about [***]. To the extent feasible, we would appreciate the Staff’s efforts to provide any further comments as soon as possible.
Given the contemplated timetable discussed above, we are supplementally providing herewith the proposed format for the presentation of the Company’s preliminary results for the period ended June 30, 2015, which information is expected to be included in the amendment to the Registration Statement contemplated to be filed on or about [***].
Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and the attached Annex A. The Company respectfully requests that the Staff return this letter and the attached Annex A to us pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose.
Please promptly inform the Company of any request for the confidential material submitted herewith made pursuant to the Freedom of Information Act or otherwise so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. Any such notice may be directed to Donald J. Kunz at (313) 465-7454 or Jeffrey H. Kuras at (313) 465-7446.
Pursuant to Rule 83, a copy of this request (but not the confidential information) is also being delivered to the Freedom of Information Act office of the Commission.
If you have any questions or comments concerning this submission, please do not hesitate to call.
Yours sincerely,
/s/ Donald J. Kunz
Donald J. Kunz
Cc: Conifer Holdings, Inc.
James G. Petcoff
Brian J. Roney
2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506
Detroit · Lansing · Bloomfield Hills · Ann Arbor · Kalamazoo
*Confidential Treatment Requested
Annex A
[***]
Show Raw Text
CORRESP 1 filename1.htm Donald J. Kunz (313) 465-7454 Fax: (313) 465-7455 dkunz@honigman.com Confidential Treatment Requested by Conifer Holdings, Inc Under 17. C.F.R. § 200.83 FOIA Confidential Treatment Request CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]” July 24, 2015 VIA EDGAR AND OVERNIGHT DELIVERY U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Johnny Gharib James Peklenk Sharon Blume Jeffrey P. Riedler Re: Conifer Holdings, Inc. Registration Statement on Form S-1 File No. 333-205448 Dear Mr. Gharib: On behalf of Conifer Holdings, Inc. (the “Company”) and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules promulgated thereunder, we supplementally submit this letter related to the Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”). The purpose of this letter is to notify the Staff of the proposed price range and share number information expected to be included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement. Based on currently available information and market conditions, the initial offering price to the public of the Company’s common shares (the “Shares”) is expected to be between $[***] and $[***] per Share, based on [***] Shares to be offered to the public by the Company and [***] Shares to be outstanding following completion of the offering. The underwriters would therefore have an option to purchase up to an additional [***] Shares. In light of the volatile nature of the capital markets in the current environment, such price range, number of shares offered and related information are subject to change based upon market conditions, Company performance and other factors. Attached as Annex A are relevant sections of the Registration Statement, marked to reflect the expected price range and number of shares offered, all of which we expect to include in a subsequent amendment to the Registration Statement. The Company expects to file an amendment to the Registration Statement on or about [***] to file additional exhibits, to reflect the estimated price range and share amounts, and to add the presentation of the preliminary results for the period ended June 30, 2015, in connection with the printing of Preliminary Prospectuses and commencement of the road show. The Company and the underwriters are currently preparing to begin the road 2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506 Detroit · Lansing · Bloomfield Hills · Ann Arbor · Kalamazoo July 24, 2015 Page 2 show for the offering on or about [***]. To the extent feasible, we would appreciate the Staff’s efforts to provide any further comments as soon as possible. Given the contemplated timetable discussed above, we are supplementally providing herewith the proposed format for the presentation of the Company’s preliminary results for the period ended June 30, 2015, which information is expected to be included in the amendment to the Registration Statement contemplated to be filed on or about [***]. Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. § 200.83 of the contents of this letter and the attached Annex A. The Company respectfully requests that the Staff return this letter and the attached Annex A to us pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose. Please promptly inform the Company of any request for the confidential material submitted herewith made pursuant to the Freedom of Information Act or otherwise so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. Any such notice may be directed to Donald J. Kunz at (313) 465-7454 or Jeffrey H. Kuras at (313) 465-7446. Pursuant to Rule 83, a copy of this request (but not the confidential information) is also being delivered to the Freedom of Information Act office of the Commission. If you have any questions or comments concerning this submission, please do not hesitate to call. Yours sincerely, /s/ Donald J. Kunz Donald J. Kunz Cc: Conifer Holdings, Inc. James G. Petcoff Brian J. Roney 2290 First National Building · 660 Woodward Avenue · Detroit, Michigan 48226-3506 Detroit · Lansing · Bloomfield Hills · Ann Arbor · Kalamazoo *Confidential Treatment Requested Annex A [***]