SEC Comment Letter for Professional Diversity Network, Inc. (IPDN) (CIK 0001546296) (IPDN) — Sep 9, 2016
Professional Diversity Network, Inc. (IPDN) (CIK 0001546296)
Date: Sept. 9, 2016 · CIK: 0001546296 · Accession: 0000000000-16-092125
AI Filing Summary & Sentiment
Letter
September 8, 2016 Laurie L. Green , Esq. Greenberg Traurig, P.A. 401 East Las Olas Boulevard Fort Lauderdale, FL 33301
Re: Professional Diversity Network, Inc. Schedule TO -C Response dated August 30, 2016 File No. 005-87999
Dear Ms. Green :
We have reviewed your response and have the following comment .
General
1. We note your response to prior comment 3 . Please provide a more detailed analysis as to whether, for purposes of Rule 14e -5(c)(3)(iv), CFL is acting in concert with PDN in connection with CFL’s purchase of PDN common stock outside the tender offer . We note that (1) the tender offer is a central term of the Purchase Agreement , (2) to the exten t that the tender offer is successful, CFL will not need to expend additional funds to acquire control of PDN and (3) the tender offer cannot be completed without the financing of the Share Issuance and Sale to CFL .
You may contact Jennifer Ló pez, Attorney Advise r, at (202) 551 -3792 or me at (202) 551-3503 with any questions regarding our comment .
Sincerely,
/s/ David L. Orlic
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September 8, 2016 Laurie L. Green , Esq. Greenberg Traurig, P.A. 401 East Las Olas Boulevard Fort Lauderdale, FL 33301 Re: Professional Diversity Network, Inc. Schedule TO -C Response dated August 30, 2016 File No. 005-87999 Dear Ms. Green : We have reviewed your response and have the following comment . General 1. We note your response to prior comment 3 . Please provide a more detailed analysis as to whether, for purposes of Rule 14e -5(c)(3)(iv), CFL is acting in concert with PDN in connection with CFL’s purchase of PDN common stock outside the tender offer . We note that (1) the tender offer is a central term of the Purchase Agreement , (2) to the exten t that the tender offer is successful, CFL will not need to expend additional funds to acquire control of PDN and (3) the tender offer cannot be completed without the financing of the Share Issuance and Sale to CFL . You may contact Jennifer Ló pez, Attorney Advise r, at (202) 551 -3792 or me at (202) 551-3503 with any questions regarding our comment . Sincerely, /s/ David L. Orlic David L. Orlic Special Counsel Office of Mergers and Acquisitions