SEC Company Response from Atkore Inc. (ATKR) (CIK 0001666138) (ATKR) — May 19, 2016
Atkore Inc. (ATKR) (CIK 0001666138)
Date: May 19, 2016 · CIK: 0001666138 · Accession: 0001193125-16-596192
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-209940
Referenced dates: May 5, 2016
Letter
Office of Electronics and Machinery Division of Corporation Finance Re: Atkore International Group Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 5, 2016 File No. 333-209940
Dear Mr. Mancuso:
This letter sets forth the responses of Atkore International Group Inc. (the “Registrant”) to the comments contained in your letter, dated May 18, 2016, relating to the Registration Statement on Form S-1, File No. 333-209940, filed by the Registrant on May 5, 2016 (the “Registration Statement”). The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.
The Registrant is submitting, via EDGAR, Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Enclosed with the paper copy of this letter are four copies of a clean version of Amendment No. 3, as well as four copies of a blacklined version of Amendment No. 3, marked to show changes from Amendment No. 2 to the Registration Statement filed on May 5, 2016. Page references in the responses below are to Amendment No. 3.
Emerging Industry Trends, page 50
1. We note the statement in your response to prior comment 3 that you are not materially affected by solar industry trends. Given this response, it is unclear why you repeatedly refer to the solar industry, including on three pages of your prospectus summary. Please ensure that the significance of each of your industry and end market
Russell Mancuso
May 19, 2016
references in your document is clear from context. If the solar industry is expected to materially affect your results, it is unclear why you need not disclose related trends and risks.
In response to the Staff’s comment, the Registrant has removed references to growth in the solar industry, including the prospectus summary. The remaining references to the solar industry either factually discuss solar as an end market in which the Registrant serves customers or discuss the impact of the solar industry on the Registrant’s results of operations.
Selling, general and administrative expenses, page 53
2. Please clarify the nature of the “transaction costs,” including the transactions and costs that caused the disclosed change in expense.
In response to the Staff’s comment, the Registrant has provided additional disclosure on page 53.
Net Sales, page 56
3. Please identify the “particular end market” mentioned in the first paragraph, and show us how this development is reflected in your discussion of each segment’s results. Also (1) clarify the reference to a “particular end market” on page 55, and (2) clarify the reason for the reduced demand for your metal electrical conduit and fittings products.
In response to the Staff’s comment, the Registrant has provided additional disclosure on pages 55, 56 and 59.
Customers, page 91
4. Please tell us the criteria you used to determine which customers to highlight in the second full paragraph on page 92; include in your response whether any unnamed customers also satisfy those criteria.
In response to the Staff’s comment, the Registrant notes the following:
(i) Customers identified as global electrical distributors are the only global electrical distributor customers with operations in North America, the Registrant’s primary market.
(ii) Customers identified as independent electrical distributors are the only two electrical distributor buying groups in the United States. The Registrant has revised its disclosure on page 92 to clarify that such customers are buying groups and has also added its top three super-regional electrical distributor customers who are not members of buying groups.
Russell Mancuso
May 19, 2016
(iii) Customers identified as industrial distributors and big box retailers were five of the Registrant’s top six customers in this category by net sales in fiscal 2015. For completeness, the Registrant has added McMaster Carr Supply Co. to the list of industrial distributors and big box retailers on page 92.
Principal and Selling Stockholders, page 125
5. Please expand your response to prior comment 8 to provide us your analysis of whether directors directly or indirectly share voting or investment power over the shares held in the name of CD&R. Note that, if a director beneficially owns shares per Rule 13d-3, the table must reflect that director’s beneficial ownership, even if beneficial ownership is disclaimed.
In response to the Staff’s comment, the Registrant has revised the disclosure on page 125 to reflect the beneficial ownership by Messrs. Berges and Sleeper.
Certain Relationships and Related Party Transactions, page 127
6. We note that your response to prior comment 9 is limited to “acknowledged, liquidated but unpaid indemnification claims.” Please tell us the amount of any other unpaid indemnification claims, including amounts in dispute.
The only unpaid indemnification claim is in dispute, i.e., Tyco and the Registrant are in litigation over whether certain claims in Canada are properly “Special Products Claims” (as such term is defined in the Registration Statement under the heading “Certain Relationships and Related Party Transactions—Investment Agreement—Indemnification”). Tyco seeks reimbursement of an immaterial amount of defense costs (approximately $1.7 million) and assumption of the ongoing defense as well as reimbursement for any liability exposure. As with other pending Special Products Claims, the amount claimed by plaintiffs in the underlying Canadian claims has not been specified. The Registrant disputes the indemnification claim, and would dispute the underlying claims if they are determined to be Special Products Claims, and does not believe the overall liability, if any, will be material.
Commissions and Expenses, page 150
7. We note your revisions in response to prior comment 11. However, from your disclosure, it remains unclear how investors have sufficient information to know the role of Solebury Capital in this transaction as described in response 31 of your letter to us dated April 15, 2016. Please disclose the substance of the second paragraph of that response 31 and of response 11 in your letter dated May 5, 2016. In this regard, please note that, although your prospectus need not specifically identify Solebury Capital as an underwriter, your prospectus should not affirmatively disclaim underwriter status.
In response to the Staff’s comment, the Registrant has provided additional disclosure on page 151.
* * * * *
Russell Mancuso
May 19, 2016
If you have any questions regarding this letter, please do not hesitate to call me at (212) 909-6478.
Regards,
/s/ Paul M. Rodel
Show Raw Text
CORRESP
1
filename1.htm
CORRESP
May 19, 2016
Russell
Mancuso
Branch Chief
Office of Electronics and Machinery
U.S. Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C.
20549-7010
Re:
Atkore International Group Inc.
Amendment No. 2 to Registration Statement on Form
S-1
Filed May 5, 2016
File No. 333-209940
Dear Mr. Mancuso:
This letter sets forth the responses of Atkore International Group Inc. (the “Registrant”) to the comments contained in
your letter, dated May 18, 2016, relating to the Registration Statement on Form S-1, File No. 333-209940, filed by the Registrant on May 5, 2016 (the “Registration Statement”). The comments of the staff of the U.S. Securities and
Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.
The Registrant is submitting, via EDGAR, Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Enclosed with the
paper copy of this letter are four copies of a clean version of Amendment No. 3, as well as four copies of a blacklined version of Amendment No. 3, marked to show changes from Amendment No. 2 to the Registration Statement filed on May 5,
2016. Page references in the responses below are to Amendment No. 3.
Emerging Industry Trends, page 50
1. We note the statement in your response to prior comment 3 that you are not materially affected by solar industry
trends. Given this response, it is unclear why you repeatedly refer to the solar industry, including on three pages of your prospectus summary. Please ensure that the significance of
each of your industry and end market
Russell Mancuso
2
May 19, 2016
references in your document is clear from context. If the solar industry is expected to materially affect your results, it is unclear why you need not disclose related trends and
risks.
In response to the Staff’s comment, the Registrant has removed references to growth in the solar industry, including
the prospectus summary. The remaining references to the solar industry either factually discuss solar as an end market in which the Registrant serves customers or discuss the impact of the solar industry on the Registrant’s results of
operations.
Selling, general and administrative expenses, page 53
2. Please clarify the nature of the “transaction costs,” including the transactions and costs that caused the disclosed change
in expense.
In response to the Staff’s comment, the Registrant has provided additional disclosure on page 53.
Net Sales, page 56
3.
Please identify the “particular end market” mentioned in the first paragraph, and show us how this development is reflected in your discussion of each segment’s results. Also (1) clarify the reference to a “particular end
market” on page 55, and (2) clarify the reason for the reduced demand for your metal electrical conduit and fittings products.
In response to the Staff’s comment, the Registrant has provided additional disclosure on pages 55, 56 and 59.
Customers, page 91
4.
Please tell us the criteria you used to determine which customers to highlight in the second full paragraph on page 92; include in your response whether any unnamed customers also satisfy those criteria.
In response to the Staff’s comment, the Registrant notes the following:
(i) Customers identified as global electrical distributors are the only global electrical distributor customers with operations in North
America, the Registrant’s primary market.
(ii) Customers identified as independent electrical distributors are the only two
electrical distributor buying groups in the United States. The Registrant has revised its disclosure on page 92 to clarify that such customers are buying groups and has also added its top three super-regional electrical distributor customers who are
not members of buying groups.
Russell Mancuso
3
May 19, 2016
(iii) Customers identified as industrial distributors and big box retailers were five of the
Registrant’s top six customers in this category by net sales in fiscal 2015. For completeness, the Registrant has added McMaster Carr Supply Co. to the list of industrial distributors and big box retailers on page 92.
Principal and Selling Stockholders, page 125
5. Please expand your response to prior comment 8 to provide us your analysis of whether directors directly or indirectly share
voting or investment power over the shares held in the name of CD&R. Note that, if a director beneficially owns shares per Rule 13d-3, the table must reflect that director’s beneficial ownership, even if beneficial ownership is
disclaimed.
In response to the Staff’s comment, the Registrant has revised the disclosure on page 125 to reflect the
beneficial ownership by Messrs. Berges and Sleeper.
Certain Relationships and Related Party Transactions, page 127
6. We note that your response to prior comment 9 is limited to “acknowledged, liquidated but unpaid indemnification claims.”
Please tell us the amount of any other unpaid indemnification claims, including amounts in dispute.
The only unpaid
indemnification claim is in dispute, i.e., Tyco and the Registrant are in litigation over whether certain claims in Canada are properly “Special Products Claims” (as such term is defined in the Registration Statement under the heading
“Certain Relationships and Related Party Transactions—Investment Agreement—Indemnification”). Tyco seeks reimbursement of an immaterial amount of defense costs (approximately $1.7 million) and assumption of the ongoing defense as
well as reimbursement for any liability exposure. As with other pending Special Products Claims, the amount claimed by plaintiffs in the underlying Canadian claims has not been specified. The Registrant disputes the indemnification claim, and would
dispute the underlying claims if they are determined to be Special Products Claims, and does not believe the overall liability, if any, will be material.
Commissions and Expenses, page 150
7. We note your revisions in response to prior comment 11. However, from your disclosure, it remains unclear how investors
have sufficient information to know the role of Solebury Capital in this transaction as described in response 31 of your letter to us dated April 15, 2016. Please disclose the substance of the second paragraph of that response 31 and of
response 11 in your letter dated May 5, 2016. In this regard, please note that, although your prospectus need not specifically identify Solebury Capital as an underwriter, your prospectus should not affirmatively disclaim underwriter
status.
In response to the Staff’s comment, the Registrant has provided additional disclosure on page 151.
* * * * *
Russell Mancuso
4
May 19, 2016
If you have any questions regarding this letter, please do not hesitate to call me at (212)
909-6478.
Regards,
/s/ Paul M. Rodel
Paul M. Rodel
cc:
Laurie Abbott
Kristin Lochhead
Gary Todd
U.S. Securities and Exchange Commission
Daniel S. Kelly, Esq.
Atkore International Group Inc.
Enclosures