Simpson Thacher & Bartlett LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
TELEPHONE: +1-212-455-2000
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DIRECT DIAL NUMBER |
| E-MAIL ADDRESS |
(212) 455-2538 |
| mnathan@stblaw.com |
April 20, 2016
VIA COURIER AND EDGAR
Re: American Renal Associates Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed April 8, 2016
Response dated April 14, 2016
File No. 333-206686
John Reynolds
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
Ladies and Gentlemen:
On behalf of American Renal Associates Holdings, Inc. (the “Company”), we hereby file with the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) Amendment No. 5 (“Amendment No. 5”) to the above-referenced registration statement on Form S-1 (the “Registration Statement”), marked to show changes from Amendment No. 4 to the Registration Statement. The Company has revised the Registration Statement in response to the Staff’s comments in its letter dated April 19, 2016.
To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in our responses correspond to the page numbers of Amendment No. 5. Unless otherwise defined below, terms defined in Amendment No. 5 and used below shall have the meanings given to them in Amendment No. 5. The responses and information described below are based upon information provided to us by the Company.
Dilution, page 61
1. Please revise to disclose that your calculation of pro forma net tangible book value per share includes a reduction for non-controlling interests.
The Company has revised its disclosure on page 61 of Amendment No. 5 in response to the Staff’s comment.
Securities and Exchange Commission | April 20, 2016 |
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2. Please expand your disclosure to further clarify the adjustments that are included in your calculation of pro forma net tangible book value per share at December 31, 2015. Specifically explain each of the significant components in your adjustments that reduce the pre-IPO total assets by approximately $30.2 million and increase total liabilities by $49.0 million. Similarly, explain each of the significant components of your adjustments included in arriving at your post-IPO pro forma net tangible book value of $669.7 million or $22.53 per share.
The Company has revised its disclosure on page 61 of Amendment No. 5 in response to the Staff’s comment.
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Please do not hesitate to call Michael D. Nathan at (212) 455-2538 with any questions or further comments regarding this submission or if you wish to discuss any of the above responses.
| Very truly yours, |
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| /s/ Simpson Thacher & Bartlett LLP |
| Simpson Thacher & Bartlett LLP |
cc: | Securities and Exchange Commission |
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| Ronald E. Alper |
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| Tia Jenkins |
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| Brigitte Lippmann |
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| Brian McAllister |
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| American Renal Associates Holdings, Inc. |
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| Joseph A. Carlucci |
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| Michael R. Costa, Esq. |
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| Latham & Watkins LLP |
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| Peter N. Handrinos, Esq. |
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| Nathan Ajiashvili, Esq. |
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