SEC Company Response from Legion Capital Corp (LGCP) (CIK 0001661166) — Feb 19, 2020
Legion Capital Corp (LGCP) (CIK 0001661166)
Date: Feb. 19, 2020 · CIK: 0001661166 · Accession: 0001213900-20-004291
AI Filing Summary & Sentiment
File numbers found in text: 024-11123
Referenced dates: February 19, 2020
Letter
Division of Corporation Finance Office of Finance Securities and Exchange Commission Washington D.C. Legion Capital Corp. SEC Comment Letter dated February 19, 2020. File No. 024-11123
Dear Ms. Livingston and Messrs. Volley, Pande and Clampitt,
We have received your comment letter dated February 19, 2020 in the referenced matter and hereby respond to same as follows:
Amendments to Form 1-A filed February 6 and 18, 2020 General
1. Your cover page states that Legion Capital Corporation is offering corporate bonds and preferred securities of its subsidiary, Legion Finance, LLC. Accordingly, please revise to add Legion Finance as a co-issuer of the securities, to disclose its capital structure, operations, funding and mechanics of how payments will be made on the offered securities and to file as exhibits to the qualification statement the articles and bylaws for Legion Finance. We may have further comments on your revised disclosures.
Response: That was an error in our prior filing and has now been corrected in our Amended Form 1-AA filed on February 19, 2020. Legion Capital Corporation is the sole issuer, Legion Finance, LLC is established only to originate, hold and manage the loan portfolio. It is essentially a means of creating a pool of assets whereby we can segregate the assets for these investors and be able to separately account for the performance of this loan portfolio. The Bonds and Shares are to be issued by Legion Capital in all respects.
Financial Statements, page F-1
2. Please revise to include audited financial statements for Legion Finance, LLC or tell us why you believe they are not required under Rule 3-10 or Rule 3-16 of Regulation S-X. Refer to Part F/S (b)(7)(i) and (ii) of Form 1-A for guidance.
Response: We believe that the response to comment #1 and the corrected filing will alleviate the need to file audited financial statements for Legion Finance, LLC, as Legion Finance is not an issuer or co-issuer in this Offering.
Sincerely,
/s/ James S. Byrd, Jr.
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filename1.htm
LEGION CAPITAL CORPORATION
301
E. PINE ST., STE. 850
ORLANDO,
FL. 32801
February
19, 2020
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
Washington D.C.
Legion Capital Corp.
SEC Comment Letter dated February 19, 2020.
File No. 024-11123
Dear Ms. Livingston and Messrs. Volley, Pande and Clampitt,
We have received your comment letter
dated February 19, 2020 in the referenced matter and hereby respond to same as follows:
Amendments to Form 1-A filed
February 6 and 18, 2020 General
1. Your cover page states that Legion Capital Corporation is offering
corporate bonds and preferred securities of its subsidiary, Legion Finance, LLC. Accordingly, please revise to add Legion Finance
as a co-issuer of the securities, to disclose its capital structure, operations, funding and mechanics of how payments will be
made on the offered securities and to file as exhibits to the qualification statement the articles and bylaws for Legion
Finance. We may have further comments on your revised disclosures.
Response: That was an error
in our prior filing and has now been corrected in our Amended Form 1-AA filed on February 19, 2020. Legion Capital Corporation
is the sole issuer, Legion Finance, LLC is established only to originate, hold and manage the loan portfolio. It is essentially
a means of creating a pool of assets whereby we can segregate the assets for these investors and be able to separately account
for the performance of this loan portfolio. The Bonds and Shares are to be issued by Legion Capital in all respects.
Financial Statements, page F-1
2. Please revise to include audited financial statements for Legion Finance, LLC or tell us why you
believe they are not required under Rule 3-10 or Rule 3-16 of Regulation S-X. Refer to Part F/S (b)(7)(i) and (ii) of Form 1-A
for guidance.
Response: We believe that
the response to comment #1 and the corrected filing will alleviate the need to file audited financial statements for Legion Finance,
LLC, as Legion Finance is not an issuer or co-issuer in this Offering.
Sincerely,
/s/ James S. Byrd, Jr.
James S. Byrd, Jr.
Chairman and CEO