SEC Comment Letter for Jumei International Holding Ltd (CIK 0001597680) — Mar 26, 2020
Jumei International Holding Ltd (CIK 0001597680)
Date: March 26, 2020 · CIK: 0001597680 · Accession: 0000000000-20-002650
AI Filing Summary & Sentiment
Letter
March 26, 2020 Via E -mail Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central Hong Kong
Re: Jumei International Holding Limited Amendment No. 1 to Schedule TO -T/13E -3 Filed March 20, 2020 by Jumei Investment Holding Limited, Super ROI Global Holding Limited, and Leo Ou Chen File No. 005-88610
Dear M s. Gao:
The staff in the Office of Mergers and Acquisitions ha s reviewed your amended filing s. We have the comments set forth below. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your fili ng, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment s to your filing s and the information you provide in response to these comments, we may have additional comments.
General
1. We note your response to prior comment 1. Please ensure that you jointly “tag” the Schedule TO-T as a Schedule 13E -3 filing in your amended Schedule TO so that the EDGAR system reflects its status as both a Schedule TO and 13E -3 as to each filer .
2. We note your response to comment 2 but are unable to agree with your analysis .
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom March 26, 2020 Page 2
3. Notwithstanding your assertion in response to comment 3 that neither Parent nor Purchaser is an “independent entity” separate from Mr. Chen, we continue to believe that a group was formed and that disclosure of the existence of the group is required. Rule 13d-5 does not provide for any distinction or exceptions based upon a person or entity’s independence from another person. Additionally, we believe the parties’ joint filing agreement provides support for our view that the parties should file an amended Schedule 13D reflecting group status.
Schedule TO -T – Exhibit (a)(1)(i) – Offer to Purchase for Cash Conditions to the Offer
4. We note your response to comment 18. In your amended filing, please add the disclosure included in your response letter regardi ng Mr. Chen’s undertaking that he will not cause the Company or any of its affiliates to deliberately breach the agreements or obligations under the Merger Agreement.
* * *
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 me at (202) 551 -7951. You may also contact Tina Chalk , Senior Special Counsel, at (202) 551 -3263 .
Sincerely,
/s/ Joshua Shainess
Show Raw Text
March 26, 2020
Via E -mail
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
Re: Jumei International Holding Limited
Amendment No. 1 to Schedule TO -T/13E -3
Filed March 20, 2020 by Jumei Investment Holding Limited, Super ROI
Global Holding Limited, and Leo Ou Chen
File No. 005-88610
Dear M s. Gao:
The staff in the Office of Mergers and Acquisitions ha s reviewed your amended filing s.
We have the comments set forth below. In some of our comments, we may ask you to provide
us with information so we may better understand your disclosure.
Please respond to this letter by amending your fili ng, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment s to your filing s and the information you provide in
response to these comments, we may have additional comments.
General
1. We note your response to prior comment 1. Please ensure that you jointly “tag” the Schedule
TO-T as a Schedule 13E -3 filing in your amended Schedule TO so that the EDGAR system
reflects its status as both a Schedule TO and 13E -3 as to each filer .
2. We note your response to comment 2 but are unable to agree with your analysis .
Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
March 26, 2020
Page 2
3. Notwithstanding your assertion in response to comment 3 that neither Parent nor Purchaser is
an “independent entity” separate from Mr. Chen, we continue to believe that a group was
formed and that disclosure of the existence of the group is required. Rule 13d-5 does not
provide for any distinction or exceptions based upon a person or entity’s independence from
another person. Additionally, we believe the parties’ joint filing agreement provides support
for our view that the parties should file an amended Schedule 13D reflecting group status.
Schedule TO -T – Exhibit (a)(1)(i) – Offer to Purchase for Cash
Conditions to the Offer
4. We note your response to comment 18. In your amended filing, please add the disclosure
included in your response letter regardi ng Mr. Chen’s undertaking that he will not cause the
Company or any of its affiliates to deliberately breach the agreements or obligations under
the Merger Agreement.
* * *
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 me at (202) 551 -7951. You may also contact Tina Chalk ,
Senior Special Counsel, at (202) 551 -3263 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions