King & Spalding LLP 1180 Peachtree Street Atlanta, Georgia 30309 Main: 404/572-4600 Fax: 404/572-5100 Alan J. Prince Direct Dial: 404/572-3595 Direct Fax: 404/572-5133 APrince@kslaw.com |
August 9, 2010
Via EDGAR and Facsimile
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
Attn: David L. Orlic, Attorney-Advisor
Re: | FleetCor Technologies, Inc. |
Amendment No. 4 to Registration Statement on Form S-1
Filed August 9, 2010
File No. 333-166092
Dear Mr. Orlic:
On behalf of FleetCor Technologies, Inc. (the “Company”), we are delivering (and transmitting via EDGAR) with this letter for filing under the Securities Act 1933, as amended, with the Securities and Exchange Commission the following:
• | Amendment No. 4 (“Amendment No. 4”) to the Registration Statement on Form S-1 (File No. 333-166092) (the “Registration Statement”), together with the exhibits thereto; and |
• | Amendment No. 4, without exhibits, marked to show changes from Amendment No. 3 to the Registration Statement filed on June 29, 2010. |
We are responding supplementally to the Staff’s comments contained in its letter, dated May 12, 2010.
Prior Staff Comment 24
In its May 12, 2010 comment letter, the Staff requested that the Company confirm that there are no broker-dealers or affiliates of broker-dealers among its selling stockholders. The
Securities and Exchange Commission
August 9, 2010
Page 2
Company hereby confirms that, except as disclosed in footnotes (1) and (5) on pages 123 and 124 of Amendment No. 4, none of its selling stockholders are broker-dealers or affiliates of broker-dealers.
Prior Staff Comment 39
In its May 19, 2010 response letter, the Company advised the Staff that the Company would continue to supplementally provide stock-based compensation information requested by prior Staff comment 39. The Company advises the Staff that there has been no change since the information provided in the Company’s June 29, 2010 response letter.
Prior Staff Comment 47
In its May 12, 2010 comment letter, the Staff requested that the Company file all required exhibits as soon as possible. The Company advises the Staff that it anticipates filing all remaining exhibits to the Registration with its next amendment.
* * * *
If we can be of any assistance in explaining this response or the changes in Amendment No. 4, please let us know. Please contact me with any questions or comments at (404) 572-3595.
Very truly yours,
/s/ Alan J. Prince
Alan J. Prince
cc: | Michael F. Johnson—Securities and Exchange Commission |
Stephen Krikorian—Securities and Exchange Commission
Ryan Rohn—Securities and Exchange Commission
Eric R. Dey—FleetCor Technologies, Inc.
Sean Bowen—FleetCor Technologies, Inc.
Jon R. Harris, Jr.—King & Spalding LLP
Nicholas R. Franz—Ernst & Young LLP
Andrew J. Pitts—Cravath, Swaine & Moore LLP