 | Wilson Sonsini Goodrich & Rosati Professional Corporation
12235 El Camino Real San Diego, California 92130-3002
O: 858.350.2300 F: 858.350.2399 |
ROBERT F. KORNEGAY
Internet: rkornegay@wsgr.com
Direct dial: (650) 320-4533
January 8, 2021
BY EDGAR
Daniel F. Duchovny, Esq., Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | Collectors Universe, Inc. | |
| Schedule 14D-9 filed December 17, 2020 | ||
| SEC File No. 005-59779 |
Dear Mr. Duchovny:
This letter is sent on behalf of Collectors Universe, Inc. (“Collectors Universe”) in response to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) that were communicated in the Staff’s letter dated December 30, 2020 (the “Comment Letter”) regarding the above-referenced filing. This letter provides Collectors Universe’s responses to the Comment Letter. In connection with this letter, Collectors Universe is filing Amendment No. 2 to the Schedule 14D-9 (the “Revised Schedule 14D-9”).
For ease of review, we have reproduced the Staff’s comments in bold, italicized type below. Each comment is followed by Collectors Universe’s response. Capitalized terms used in this letter that are not otherwise defined have the meanings assigned to them in the Revised Schedule 14D-9.
Schedule 14D-9
Projected Financial Information, page 38
| 1. | We note you disclosed only a summary of the forecasts. Revise your disclosure to include the forecasts in their entirety. Also, revise your disclosure to describe the assumptions made in preparing the forecasts. |
In response to the Staff’s comment, Collectors Universe has included additional detail in the Revised Schedule 14D-9 concerning the line items that comprise the Forecasts. Collectors Universe believes (1) that it has disclosed all material information concerning the Forecasts and (2) the disclosure of more granular information would not provide meaningful or useful disclosure to investors.
In response to the Staff’s comment, Collectors Universe has included additional detail in the Revised Schedule 14D-9 concerning the material assumptions that are reflected in the Forecasts.
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Daniel F. Duchovny, Esq.
January 8, 2021
Page 2
Opinion of Houlihan Lokey Capital, Inc., page 39
| 2. | Please revise the second paragraph of page 41 and Houlihan Lokey’s opinion to state whether Houlihan Lokey provided its consent to include its opinion in the Schedule 14D-9. |
In response to the Staff’s comment, Collectors Universe has clarified in the Revised Schedule 14D-9 that Houlihan Lokey has consented to the inclusion of a copy of its written opinion to the Collectors Universe Board as Annex B to the Revised Schedule 14D-9.
| 3. | Refer to the disclosure on page 48 that states “...Houlihan Lokey and certain of its affiliates and certain of its and their respective employees may have committed to invest in private equity or other investment funds managed or advised by D1 Capital Partners L.P., Cohen Private Ventures, other participants in the Offer and the Merger or certain of their respective affiliates or security holders, and in portfolio companies of such funds, and may have co-invested with the members of the D1 Group, Cohen Private Ventures, other participants in the Offer and the Merger or certain of their respective affiliates or security holders, and may do so in the future.” Please clarify whether such investments have included, include or could include investments in the current transaction or with respect to the Collectors Universe. |
In response to the Staff’s comment, Collectors Universe has included in the Revised Schedule 14D-9 additional disclosure regarding the nature of such investments.
* * *
If you have any additional questions or require any additional information, please do not hesitate to contact me at the number or email address appearing on the first page of this letter.
| Sincerely, | |
| WILSON SONSINI GOODRICH & ROSATI | |
| Professional Corporation | |
| /s/ Robert F. Kornegay | |
| Robert F. Kornegay |
Daniel F. Duchovny, Esq.
January 8, 2021
Page 3
| cc: | Collectors Universe, Inc. | |
| Joe Orlando | ||
| Joe Wallace | ||
| Sullivan & Cromwell LLP | ||
| Mark Treviño | ||
| Audra Cohen | ||
| Matthew Goodman | ||
| Paul, Weiss, Rifkind, Wharton & Garrison LLP | ||
| Edward Ackerman | ||
| Wilson Sonsini Goodrich & Rosati, Professional Corporation | ||
| Robert T. Ishii | ||
| David J. Berger | ||
| Douglas K. Schnell | ||