SEC Comment Letter for PAE Inc (CIK 0001720821) — Feb 28, 2020
PAE Inc (CIK 0001720821)
Date: Feb. 28, 2020 · CIK: 0001720821 · Accession: 0000000000-20-001859
AI Filing Summary & Sentiment
File numbers found in text: 333-236468
Letter
February 28, 2020 Paul W. Cobb, Jr. Executive Vice President, General Counsel & Secretary PAE Incorporated 7799 Leesburg Pike, Suite 300 North Falls Church, Virginia 22043 Re:PAE Incorporated Registration Statement on Form S-3 Filed February 14, 2020 File No. 333-236468 Dear Mr. Cobb: We have limited our review of your registration statement to those issues we have addressed in our comments. 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 registration statement and providing the requested information. 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 to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-3 filed on February 14, 2020 Risk Factors Our bylaws include a forum selection clause..., page 33 1.We note that Section 9.17 of your Amended and Restated Bylaws states that unless the corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States will be the exclusive forum for resolving any complaint under the federal securities laws. We note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Please revise your risk factor to address any questions of enforceability. We further note that both Sections 9.16 and 9.17 of your bylaws contain exclusive forum provisions. Please advise and reconcile as appropriate.
FirstName LastNamePaul W. Cobb, Jr. Comapany NamePAE Incorporated February 28, 2020 Page 2 FirstName LastName Paul W. Cobb, Jr. PAE Incorporated February 28, 2020 Page 2
General 2.We note that the registrant has less than 12 calendar months of post-combination Exchange Act reporting history. Under these circumstances, in light of the fact that Form S-3 is premised on the availability of a 12 month reporting history, use of Form S-3 for the combined entity does not appear to be appropriate at this time. Please refile on Form S-1. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Kat Bagley at 202-551-2545 or Erin Jaskot at 202-551-3442 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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February 28, 2020
Paul W. Cobb, Jr.
Executive Vice President, General Counsel & Secretary
PAE Incorporated
7799 Leesburg Pike, Suite 300 North
Falls Church, Virginia 22043
Re:PAE Incorporated
Registration Statement on Form S-3
Filed February 14, 2020
File No. 333-236468
Dear Mr. Cobb:
We have limited our review of your registration statement to those issues we have
addressed in our comments. 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 registration statement and providing the
requested information. 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 to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed on February 14, 2020
Risk Factors
Our bylaws include a forum selection clause..., page 33
1.We note that Section 9.17 of your Amended and Restated Bylaws states that unless the
corporation consents in writing to the selection of an alternative forum, the federal district
courts of the United States will be the exclusive forum for resolving any complaint under
the federal securities laws. We note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.
Please revise your risk factor to address any questions of enforceability. We further note
that both Sections 9.16 and 9.17 of your bylaws contain exclusive forum provisions.
Please advise and reconcile as appropriate.
FirstName LastNamePaul W. Cobb, Jr.
Comapany NamePAE Incorporated
February 28, 2020 Page 2
FirstName LastName
Paul W. Cobb, Jr.
PAE Incorporated
February 28, 2020
Page 2
General
2.We note that the registrant has less than 12 calendar months of post-combination
Exchange Act reporting history. Under these circumstances, in light of the fact that Form
S-3 is premised on the availability of a 12 month reporting history, use of Form S-3 for
the combined entity does not appear to be appropriate at this time. Please refile on Form
S-1.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Kat Bagley at 202-551-2545 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services