VIA FACSIMILE
June 16, 2009
Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Mail Stop 3561 |
| Re: | Pantheon Arizona Corp. Post-Effective Amendment No. 2 to Form S-4 File No. 333-155579 Filed June 16, 2009 |
On behalf of our client, Pantheon Arizona Corp., an Arizona corporation (the “Company”), we hereby provide responses to comments issued orally by the Staff of the Commission on June 16, 2009 regarding Post-Effective Amendment No. 2 to the Company’s Registration Statement on Form S-4.
The Company’s responses to the Staff’s comments are as follows:
Timing Considerations – Late Delivery of Stock Certificates by Converting Holders
As discussed with the Staff, we hereby confirm the substance of the conversation with the Staff regarding Loeb & Loeb’s advice to clients that are Special Purpose Acquisition Companies (“SPACs”) and are require converting holders of IPO shares to tender their stock certificates prior to the special meeting held to approve the relevant business combination. Our advice to such clients in these circumstances is that, in the event a particular holder properly votes against the business combination and would otherwise be entitled to conversion proceeds but for its failure to tender a stock certificate prior to the meeting, the SPAC should set aside trust account assets sufficient to satisfy all such properly voted shares in the event the certificates are properly tendered by the correct holder within about two-three weeks of the special meeting. Given the time constraints faced by the Company in holding its special meeting, we again confirm that our advice to the Company is the same as discussed above, and accordingly are adding the following statement to the Proxy Statement/Prospectus contained in the Registration Statement:
 | John Reynolds June 16, 2009 Page 2 |
“While Pantheon has implemented these procedures to address the abuses identified above, it recognizes that some stockholders, due to timing considerations or other factors beyond their control, may be unable to tender their shares prior to the special meeting. In these circumstances, and assuming the other requirements of electing conversion are met (including that the shareholder hold such shares from the record date through tendering them for conversion), Pantheon will allow such conversion requests to be honored up to three weeks following the date of the special meeting in view of the short amount of time stockholders may be deemed to have had to consider the decision to elect conversion.”
Supplemental Disclosure of Alternative Arrangements to Modern Option Agreements
We understand that the Staff would like us to confirm in writing, on behalf of the Company, our agreement in discussions with the Staff with respect to certain disclosure issues that are likely to arise between the anticipated effective date of the Registration Statement and the date of the special meeting. More specifically, as currently contemplated by the disclosure in the Registration Statement, Pantheon, the Company and CCBS are investigating the possibility of replacing the obligations of Modern Develop Limited under Put and Call Agreements entered into in December 2008 with Victory Park and YA Global (the “Stockholders”) with corresponding obligations of Pantheon. Depending on how the discussions progress, the Pantheon may enter into transactions to purchase shares of common stock of Pantheon from stockholders who have indicated their intention to vote against the Acquisition and seek conversion of their shares (any such transaction, an “Alternative Arrangement”).
In this regard, the Company intends to file a supplement to the Proxy Statement/Prospectus contained in the Registration Statement under Rule 424(b)(3) of the Securities Act of 1933, as amended (and therefore Pantheon will be deemed to have satisfied its obligation to file revised definitive materials under the Securities Exchange Act of 1934, as amended, pursuant to Rule 14a-6(j) promulgated thereunder) containing disclosure regarding the Alternative Arrangement actually entered into. In so doing, the Company expects to examine the facts and circumstances presented by any particular Alternative Arrangement and the disclosure contained in the total mix of information available to a stockholder at the time it is making a voting decision to determine if such supplement should be delivered to stockholders by mail, overnight messenger or electronic means. At the Staff’s request, we hereby undertake, on behalf of the Company, to promptly provide the form of any such supplement to the Staff prior to the filing thereof and to discuss with the Staff the considerations identified above.
Furthermore, in order to provide as much time to review the facts involved as possible, the Company will provide the Staff a draft Supplement as soon as an agreement in principle is reached between the Investors and Pantheon and then arrange for such Supplement to be filed as described above and delivered to the stockholders of record and the non-objecting beneficial owners as soon as possible.
* * * * * * * * * * * * * * * *
| John Reynolds June 16, 2009 Page 3 |
Your prompt attention to this matters discussed herein would be greatly appreciated. Should you have any questions concerning any of the foregoing please contact me by telephone at (212) 407-4159.
Sincerely,
/s/ Mitchell S. Nussbaum
Mitchell S. Nussbaum
