Correspondence 0001193125-23-141086 from Beneficient (BENF)
Beneficient
Date: May 10, 2023 · CIK: 0001775734 · Accession: 0001193125-23-141086
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268741
Referenced dates: May 10, 2023
Letter
May 11, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Division of Corporation Finance
Officer of Finance
Washington, D.C. 20549
Attention: John Dana Brown and Madeleine Joy Mateo
Re: The Beneficient Company Group, L.P.
Amendment No. 4 to Registration Statement on Form S-4
Filed May 8, 2023
File No. 333-268741
Ladies and Gentlemen:
On behalf of The Beneficient Company Group, L.P. (the “Company”), set forth below is the response of the Company to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated May 10, 2023, regarding the Company’s Amendment No. 4 to Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on May 8, 2023. In connection with this letter, a fifth amendment to the Registration Statement (“Amendment No. 5”) has been submitted to the Commission on the date hereof.
For your convenience, the Staff’s comments are set forth in bold, followed by responses on behalf of the Company. Unless otherwise indicated, all page references in the responses set forth below are to the pages of the clean copy of Amendment No. 5. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in Amendment No. 5.
Form S-4/A filed May 8, 2023
General
We note your response to comment 2 and reissue in part. Please revise both of the references to the Kansas Office of the State Bank Commissioner in the Competitive Advantages discussion in the Letter from Ben’s Founder and CEO to clarify that it is only your subsidiary BFF that is regulated by that body, and not the entire Beneficient company. In addition, revise every other reference to the OSBC in the prospectus to explicitly state that while the OSBC regulates your subsidiary BFF, it does not regulate all of Beneficient.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure throughout the proxy statement/prospectus accordingly.
* * * * * *
Haynes and Boone, LLP
2323 Victory Avenue | Suite 700 | Dallas, TX 75219
T: 214.651.5000 | haynesboone.com
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
May 11, 2023
Page 2
If you have any questions or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (214) 651-5443.
Very truly yours,
/s/ Matthew L. Fry
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CORRESP
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filename1.htm
CORRESP
May 11, 2023
VIA EDGAR
U.S. Securities and Exchange
Commission
100 F Street, N.E.
Division of Corporation
Finance
Officer of Finance
Washington, D.C. 20549
Attention: John Dana Brown and Madeleine Joy Mateo
Re:
The Beneficient Company Group, L.P.
Amendment No. 4 to Registration Statement on Form S-4
Filed May 8, 2023
File
No. 333-268741
Ladies and Gentlemen:
On behalf of The Beneficient Company Group, L.P. (the “Company”), set forth below is the response of the Company to the comments of
the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter, dated May 10, 2023, regarding the Company’s
Amendment No. 4 to Registration Statement on Form S-4 (the “Registration Statement”) filed with the Commission on May 8, 2023. In connection with this letter, a fifth amendment to the Registration Statement (“Amendment
No. 5”) has been submitted to the Commission on the date hereof.
For your convenience, the Staff’s comments are set forth
in bold, followed by responses on behalf of the Company. Unless otherwise indicated, all page references in the responses set forth below are to the pages of the clean copy of Amendment No. 5. Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in Amendment No. 5.
Form S-4/A filed May 8, 2023
General
1
We note your response to comment 2 and reissue in part. Please revise both of the references to the Kansas
Office of the State Bank Commissioner in the Competitive Advantages discussion in the Letter from Ben’s Founder and CEO to clarify that it is only your subsidiary BFF that is regulated by that body, and not the entire Beneficient company. In
addition, revise every other reference to the OSBC in the prospectus to explicitly state that while the OSBC regulates your subsidiary BFF, it does not regulate all of Beneficient.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure throughout the proxy statement/prospectus
accordingly.
* * * * *
*
Haynes and Boone, LLP
2323 Victory Avenue | Suite 700 | Dallas, TX 75219
T: 214.651.5000 | haynesboone.com
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
May 11, 2023
Page 2
If you have any questions or require any additional information in connection with the filing, please do not
hesitate to contact the undersigned at (214) 651-5443.
Very truly yours,
/s/ Matthew L. Fry
Matthew L. Fry
Haynes and Boone, LLP
cc:
Brad K. Heppner, Chief Executive Officer
Gregory W. Ezell, Chief Financial Officer
James G. Silk, Esq., Chief Legal Officer
David B. Rost, Esq., General Counsel
William N. Haddad, Esq., Venable LLP
Arif Soto, Esq., Venable LLP
Logan Weissler, Esq., Haynes and Boone, LLP
Alexa Cooper, Esq., Haynes and Boone, LLP