Correspondence 0001193125-24-147661 from F9 Investments LLC (CIK 0001785675)
F9 Investments LLC (CIK 0001785675)
Date: May 28, 2024 · CIK: 0001785675 · Accession: 0001193125-24-147661
AI Filing Summary & Sentiment
File numbers found in text: 001-33767
Referenced dates: May 24, 2024
Letter
Toni Weinstein
toni.weinstein@dentons.com
D +1 214-647-2488
Dentons US LLP
Crescent Court
Suite 900
Dallas, TX 75201
United States
dentons.com
May 28, 2024
U.S Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: F9 Investments, LLC
LL Flooring Holdings, LLC
Preliminary Proxy Statement filed May 20, 2024 by F9 Investments et al.
File No. 001-33767
Greetings:
On behalf of F9 Investments, LLC, Thomas D. Sullivan, John Jason Delves and Jill Witter, we acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission dated May 24, 2024 (the “Staff Letter”) with regard to the above-referenced preliminary proxy statement (the “Proxy Statement”) and provide the following responses. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below. Capitalized terms used herein and not defined have the meanings assigned to such terms in the Proxy to them in the Proxy Statement.
Preliminary Proxy Statement filed May 20, 2024
General
1. On the proxy card, please put the F9 Nominees in alphabetical order by last name. See Rule 14a-19(e)(4).
We have revised the proxy card in response to this comment.
2. Please correct the spelling of Mr. Hammann’s name on page 25.
We have revised the Proxy Statement in response to this comment. Please see page 26 of the Proxy Statement.
Proposal 1: Election of Directors, page 14
3. We note your disclosure on page 17 that “[a]ccording to the Company’s Proxy Statement, broker non-votes are not entitled to vote on” the advisory vote on executive compensation. We are unable to locate such a statement in the proxy statement filed by the Company, and the meaning of the statement is unclear. Please revise or advise.
Puyat Jacinto & Santos u Link Legal u Zaanouni Law Firm & Associates u LuatViet u For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms
U.S. Securities and Exchange Commission
May 28, 2024
Page
dentons.com
We have deleted the disclosure on page 17 and revised the Proxy Statement in response to this comment to conform to the Company’s disclosure on page 91 of the Company’s Proxy Statement. Please see page 25.
Quorum and Voting, page 25
4. Refer to your statement on page 25 that abstentions “will have the effect of a vote ‘AGAINST’ Proposals 2, 3 and 4 and stockholder Proposal[] 6 and will have no effect on the outcome of Proposal 5.” We note that abstentions appear to have no effect on Proposals 2 and 6, given the voting standard for both proposals, and you state on page 19 that “the affirmative vote of the holders of Shares representing a majority of the votes cast at the Annual Meeting, in person or by proxy, is required to approve Proposal 6, [therefore] abstentions will have no effect on the outcome of this proposal.” Please revise the disclosure on page 25 or advise.
We have revised the Proxy Statement in response to this comment to conform to the Company’s disclosure on page 91 of the Company’s Proxy Statement. Please see pages 25 and 26.
We acknowledge that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
Please contact me with any additional comments or questions regarding the Proxy Statement. We would appreciate your promptly advising us as to whether the Staff has any further comments. Thank you for your assistance with this matter.
Very truly yours,
/s/ Toni Weinstein
Show Raw Text
CORRESP 1 filename1.htm CORRESP Toni Weinstein toni.weinstein@dentons.com D +1 214-647-2488 Dentons US LLP 100 Crescent Court Suite 900 Dallas, TX 75201 United States dentons.com May 28, 2024 U.S Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Re: F9 Investments, LLC LL Flooring Holdings, LLC Preliminary Proxy Statement filed May 20, 2024 by F9 Investments et al. File No. 001-33767 Greetings: On behalf of F9 Investments, LLC, Thomas D. Sullivan, John Jason Delves and Jill Witter, we acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission dated May 24, 2024 (the “Staff Letter”) with regard to the above-referenced preliminary proxy statement (the “Proxy Statement”) and provide the following responses. For ease of reference, the comments in the Staff Letter are reproduced in italicized form below. Capitalized terms used herein and not defined have the meanings assigned to such terms in the Proxy to them in the Proxy Statement. Preliminary Proxy Statement filed May 20, 2024 General 1. On the proxy card, please put the F9 Nominees in alphabetical order by last name. See Rule 14a-19(e)(4). We have revised the proxy card in response to this comment. 2. Please correct the spelling of Mr. Hammann’s name on page 25. We have revised the Proxy Statement in response to this comment. Please see page 26 of the Proxy Statement. Proposal 1: Election of Directors, page 14 3. We note your disclosure on page 17 that “[a]ccording to the Company’s Proxy Statement, broker non-votes are not entitled to vote on” the advisory vote on executive compensation. We are unable to locate such a statement in the proxy statement filed by the Company, and the meaning of the statement is unclear. Please revise or advise. Puyat Jacinto & Santos u Link Legal u Zaanouni Law Firm & Associates u LuatViet u For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms U.S. Securities and Exchange Commission May 28, 2024 Page 2 dentons.com We have deleted the disclosure on page 17 and revised the Proxy Statement in response to this comment to conform to the Company’s disclosure on page 91 of the Company’s Proxy Statement. Please see page 25. Quorum and Voting, page 25 4. Refer to your statement on page 25 that abstentions “will have the effect of a vote ‘AGAINST’ Proposals 2, 3 and 4 and stockholder Proposal[] 6 and will have no effect on the outcome of Proposal 5.” We note that abstentions appear to have no effect on Proposals 2 and 6, given the voting standard for both proposals, and you state on page 19 that “the affirmative vote of the holders of Shares representing a majority of the votes cast at the Annual Meeting, in person or by proxy, is required to approve Proposal 6, [therefore] abstentions will have no effect on the outcome of this proposal.” Please revise the disclosure on page 25 or advise. We have revised the Proxy Statement in response to this comment to conform to the Company’s disclosure on page 91 of the Company’s Proxy Statement. Please see pages 25 and 26. We acknowledge that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff. Please contact me with any additional comments or questions regarding the Proxy Statement. We would appreciate your promptly advising us as to whether the Staff has any further comments. Thank you for your assistance with this matter. Very truly yours, /s/ Toni Weinstein Toni Weinstein cc: Jill Witter, Esq.