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Strategic alliance with MWE China Law Offices (Shanghai) | Eric Orsic
Attorney at Law
eorsic@mwe.com
+1 312 984 7617 |
November 15, 2018
Via EDGAR
Ms. Dorrie Yale
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Kingsway Financial Services Inc. |
Amendment No. 1 to Registration Statement on FormS-4 |
Filed November 8, 2018 |
FileNo. 333-227577 |
Dear Ms. Yale:
On behalf of Kingsway Financial Services Inc. (the “Company”), set forth below are responses to the comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) received by letter, dated November 15, 2018 (the “Comment Letter”), regarding the Company’s Amendment No. 1 to Registration Statement on FormS-4 that was submitted on November 8, 2018 (collectively the “Registration Statement”). The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold and italics below.
Concurrently with the submission of this letter, the Company is submitting, via EDGAR, a complete copy of Amendment No. 2 to the Registration Statement, reflecting the responses of the Company below. The Registration Statement also includes other changes that are intended to update, clarify and render more complete the information contained therein.
Amendment No. 1 to Registration Statement on FormS-4
Index to the Consolidated Financial Statements of Kingsway Financial Services Inc., pageF-1
1. Please revise your filing to include the interim statements of equity or comparable footnote disclosure as required by Rule8-03(a)(5) of RegulationS-X.
US practice conducted through McDermott Will & Emery LLP.
444 West Lake Street Chicago IL 60606-0029 Telephone: +1 312 372 2000 Facsimile: +1 312 984 7700 www.mwe.com
Dorrie Yale
U.S. Securities and Exchange Commission
November 15, 2018
Page 2
The Company has revised the Registration Statement to include disclosure required by Rule8-03(a)(5) of RegulationS-X.
* * * *
Please contact me at312-984-7617 with any questions you may have regarding the Registration Statement or this letter. Electronic mail transmissions may be sent to me at eorsic@mwe.com and facsimile transmissions may be sent to my attention at312-984-7700.
Sincerely,
/s/ Eric Orsic
Eric Orsic