Correspondence 0001213900-23-049328 from Legion Capital Corp (LGCP) (CIK 0001661166)
Legion Capital Corp (LGCP) (CIK 0001661166)
Date: June 15, 2023 · CIK: 0001661166 · Accession: 0001213900-23-049328
AI Filing Summary & Sentiment
File numbers found in text: 024-12262
Referenced dates: June 14, 2023
Letter
United States Securities and Exchange Commission Re: Legion Capital Corp Offering Statement on Form 1-A Filed May 25, 2023 File No. 024-12262
Dear Mr. Stickel and Ms. Block,
Legion Capital is in receipt of your Comment Letter dated June 14, 2023 and responds to same as follows:
Terms of the Offering, page 22
1. We note your disclosure here, on the cover page and on page 3 about the interest rate step-up rights. Please expand your disclosure to provide additional details as to how such step-up rights will operate, such as whether you will provide notice to bondholders of such rights prior to maturity, and whether bondholders must affirmatively commit to a “repurchase” at or within the 30 days of maturity, and what will happen to their funds if they do not take action. Please also provide us an analysis as to whether you think the step-up will result in a new bond being issued and thus constitute a new security offering, as it is unclear from your disclosure here and on page 6. As such, please advise if you anticipate the repurchase will be considered a separate Regulation A offering, and if you anticipate you will be filing a new Form 1-A, or other form, to correspond with the subsequent bond offering. As part of your response, please also tell us how you think the subsequent offerings will fit within the Tier 2 offering limit, not to exceed $75,000,000. See Rules 251(a) (2) of Regulation A. Finally, we note that such right does not appear in the form of bond filed as Exhibit 4.3, so please clarify if this right is a feature of the bond itself and how it will be memorialized such that bondholders are aware of the right, and whether you have the right to alter its availability.
Response:
We believe the staff has raised some significant questions regarding the “step-up” interest provision and after considering the matter, the Company has decided to eliminate this provision from the offering to avoid uncertainty. Accordingly, we have filed an amended Form 1-AA today without such provision.
Please also note that we corrected a couple of typos in the 1-AA that were non-substantive in nature.
Sincerely yours,
/s/ James S. Byrd
Show Raw Text
CORRESP
1
filename1.htm
LEGION CAPITAL CORPORATION
301 E. PINE ST., STE. 850
ORLANDO, FL. 32801
June 15, 2023
Mr. John Stickel
Ms. Susan Block
United States Securities and Exchange Commission
Washington, DC
Re: Legion Capital Corp
Offering Statement on Form 1-A
Filed May 25, 2023
File No. 024-12262
Dear Mr. Stickel and Ms. Block,
Legion Capital is in receipt of your Comment Letter
dated June 14, 2023 and responds to same as follows:
Terms of the Offering, page 22
1. We note your disclosure here, on the cover
page and on page 3 about the interest rate step-up rights. Please expand your disclosure to provide additional details as to how such
step-up rights will operate, such as whether you will provide notice to bondholders of such rights prior to maturity, and whether bondholders
must affirmatively commit to a “repurchase” at or within the 30 days of maturity, and what will happen to their funds if they
do not take action. Please also provide us an analysis as to whether you think the step-up will result in a new bond being issued and
thus constitute a new security offering, as it is unclear from your disclosure here and on page 6. As such, please advise if you anticipate
the repurchase will be considered a separate Regulation A offering, and if you anticipate you will be filing a new Form 1-A, or other
form, to correspond with the subsequent bond offering. As part of your response, please also tell us how you think the subsequent offerings
will fit within the Tier 2 offering limit, not to exceed $75,000,000. See Rules 251(a) (2) of Regulation A. Finally, we note that such
right does not appear in the form of bond filed as Exhibit 4.3, so please clarify if this right is a feature of the bond itself and how
it will be memorialized such that bondholders are aware of the right, and whether you have the right to alter its availability.
Response:
We believe the staff has raised
some significant questions regarding the “step-up” interest provision and after considering the matter, the Company has decided
to eliminate this provision from the offering to avoid uncertainty. Accordingly, we have filed an amended Form 1-AA today without such
provision.
Please also note that we corrected a couple of typos in the 1-AA that were non-substantive in nature.
Sincerely yours,
/s/ James S. Byrd
James S. Byrd,
Attorney for Legion Capital