SEC Comment Letter for Forma Therapeutics Holdings, Inc. (CIK 0001538927) — Sep 26, 2022
Forma Therapeutics Holdings, Inc. (CIK 0001538927)
Date: Sept. 26, 2022 · CIK: 0001538927 · Accession: 0000000000-22-010568
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo September 26, 2022 William Aaronson Partner Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Re:Forma Therapeutics Holdings, Inc. Schedule TO-T Filed September 15, 2022 File No. 005-91541 Dear Mr. Aaronson: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Schedule TO-T filed September 15, 2022 Offer to Purchase Item 13. Conditions of the Offer, page 57 1.On page 58, you state that "the failure by Parent or Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted at any time and from time to time prior to expiration of the Offer...." This suggests the Parent or Purchaser may become aware that an offer condition has been triggered yet the tender offer may proceed without new disclosure. To the extent you become aware of any offer condition becoming operative in a way that would enable Parent or Purchaser to terminate the offer or cancel the obligation to accept tenders, and Purchaser elects to proceed with the offer anyway, we view that decision as a waiver of the condition. If a material condition is waived, a material change has occurred to the offer document within the meaning of Rule 14d-6(c). Please confirm your understanding supplementally.
FirstName LastNameWilliam Aaronson Comapany NameDavis Polk & Wardwell LLP September 26, 2022 Page 2 FirstName LastName William Aaronson Davis Polk & Wardwell LLP September 26, 2022 Page 2 2.Please revise to clarify that all offer conditions must be satisfied or waived as of the Expiration Date. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to Michael Killoy at 202-551-7576 or Daniel Duchovny 202- 551-3619. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
September 26, 2022
William Aaronson
Partner
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Re:Forma Therapeutics Holdings, Inc.
Schedule TO-T
Filed September 15, 2022
File No. 005-91541
Dear Mr. Aaronson:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Schedule TO-T filed September 15, 2022
Offer to Purchase
Item 13. Conditions of the Offer, page 57
1.On page 58, you state that "the failure by Parent or Purchaser at any time to exercise any
of the foregoing rights will not be deemed a waiver of any such right and each such right
will be deemed an ongoing right which may be asserted at any time and from time to time
prior to expiration of the Offer...." This suggests the Parent or Purchaser may become
aware that an offer condition has been triggered yet the tender offer may proceed without
new disclosure. To the extent you become aware of any offer condition becoming
operative in a way that would enable Parent or Purchaser to terminate the offer or cancel
the obligation to accept tenders, and Purchaser elects to proceed with the offer anyway,
we view that decision as a waiver of the condition. If a material condition is waived, a
material change has occurred to the offer document within the meaning of Rule 14d-6(c).
Please confirm your understanding supplementally.
FirstName LastNameWilliam Aaronson
Comapany NameDavis Polk & Wardwell LLP
September 26, 2022 Page 2
FirstName LastName
William Aaronson
Davis Polk & Wardwell LLP
September 26, 2022
Page 2
2.Please revise to clarify that all offer conditions must be satisfied or waived as of the
Expiration Date.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Michael Killoy at 202-551-7576 or Daniel Duchovny 202-
551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions