SEC Comment Letter for Viela Bio, Inc. (CIK 0001734517) — Mar 1, 2021
Viela Bio, Inc. (CIK 0001734517)
Date: March 1, 2021 · CIK: 0001734517 · Accession: 0000000000-21-002416
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VI SION OF
CORPORATI ON FI NANCE
February 24, 2021
Via E-Mail
Matthew J. Gardella, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, MA 02111
Re: Viela Bio, Inc.
Schedule 14D-9 filed February 12, 2021
SEC File No. 005-91167
Dear Mr. Gardella:
We have limited our review of the filing 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 filing, by providing the
requested
information, or by advising us when you will provide the requested response. 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 filing and the information you
provide in
response to these comments, we may have additional comments.
Schedule 14D-9
Arrangements with Current Executive Officers and Directors of the Company
Potential for Future Arrangements, page 12
1. Please provide us with your analysis explaining how the consulting
agreement
complies with the provisions of Rule 14d-10 and, if applicable, the
safe harbor set
forth in Rule 14d-10(d).
Background of the Offer, page 13
2. Please revise your disclosure to describe the results of Goldman
Sachs s
preliminary intrinsic valuation analysis presented to the board on
November 3,
2020.
Matthew J. Gardella, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
February 24, 2021
Page 2
Certain Financial Projections, page 33
3. We note you disclosed only certain projections. With a view toward
revised
disclosure, tell us what projections were excluded from your disclosure.
4. Please revise your disclosure to quantify the assumptions described on
page 34.
5. Please revise your disclosure to include the projections in their
entirety, not in
summary form.
We remind you that the company is responsible for the accuracy and
adequacy of
its disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.
Please direct any questions to me at (202) 551-3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and
Acquisitions
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