SEC Comment Letter for Yum China Holdings, Inc. (YUMC) (CIK 0001673358) (YUMC) — Sep 30, 2016
Yum China Holdings, Inc. (YUMC) (CIK 0001673358)
Date: Sept. 30, 2016 · CIK: 0001673358 · Accession: 0000000000-16-095394
AI Filing Summary & Sentiment
File numbers found in text: 001-37762
Letter
Mail Stop 3561 September 30, 2016 Micky Pant Chief Executive Officer Yum! China Holding s, Inc. 1441 Gardiner Lane Louisville, KY 40213
Re: Yum! China Holding s, Inc. Amendment No. 6 to Form 10 -12B Filed September 27, 2016 File No. 001-37762
Dear Mr. Pant:
We have reviewed your September 27, 2016 amendment and have the following comment. Please provide us with the requested information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing t he requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment , we may have additional comments.
Form 10
Exhibit 99.1
General
1. We note that you have entered into investment and shareholder’s agreements with two investors in which the company will receive $460 million immediately following the distribution in exchange for approximately 5% of the common stock of the company, warrants to purchase an additional 2% of the common stock of the company and board designation rights. We also note that the number of shares of common stock to be issued may be adjusted by reference to an 8% discount to the volume weighted average trading price over a 30 -day period following the distribution. Based on the foregoing, please explain to us whether the shareholders who receive common stock in the distribution are providing consideration or giving up value for the spun -off shares within the meaning of Section 2(a)(3) of the Securities Act.
Mickey Pant Yum China Holdings, Inc. September 30, 2016 Page 2
You may contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Julie Griffith at 202-551-3267 or me at 202-551-3469 with any other questions.
Sincerely,
/s/ Justin Dobbie
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Mail Stop 3561 September 30, 2016 Micky Pant Chief Executive Officer Yum! China Holding s, Inc. 1441 Gardiner Lane Louisville, KY 40213 Re: Yum! China Holding s, Inc. Amendment No. 6 to Form 10 -12B Filed September 27, 2016 File No. 001-37762 Dear Mr. Pant: We have reviewed your September 27, 2016 amendment and have the following comment. Please provide us with the requested information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing t he requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment , we may have additional comments. Form 10 Exhibit 99.1 General 1. We note that you have entered into investment and shareholder’s agreements with two investors in which the company will receive $460 million immediately following the distribution in exchange for approximately 5% of the common stock of the company, warrants to purchase an additional 2% of the common stock of the company and board designation rights. We also note that the number of shares of common stock to be issued may be adjusted by reference to an 8% discount to the volume weighted average trading price over a 30 -day period following the distribution. Based on the foregoing, please explain to us whether the shareholders who receive common stock in the distribution are providing consideration or giving up value for the spun -off shares within the meaning of Section 2(a)(3) of the Securities Act. Mickey Pant Yum China Holdings, Inc. September 30, 2016 Page 2 You may contact Abe Friedman at 202-551-8298 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Julie Griffith at 202-551-3267 or me at 202-551-3469 with any other questions. Sincerely, /s/ Justin Dobbie Justin Dobbie Legal Branch Chief Office of Transport ation and Leisure