Pillsbury Winthrop Shaw Pittman LLP
50 Fremont Street | San Francisco, CA 94115 | tel 415.983.1000 | fax 415.983.1200
David E. Lillevand
tel 415.983.1540
david.lillevand@pillsburylaw.com
July 3, 2012
VIA ELECTRONIC TRANSMISSION AND OVERNIGHT MAIL
Larry Spirgel
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Performant Financial Corporation |
Registration Statement on Form S-1 |
CIK No. 0001550695 |
Dear Mr. Spirgel:
On behalf of Performant Financial Corporation (the “Registrant” or the “Company”), we enclose for public filing, under the Securities Act of 1933, as amended (the “Securities Act”), the above referenced initial publicly filed Registration Statement on Form S-1 (the “Registration Statement”), together with certain exhibits thereto. The Registration Statement is primarily the same as Amendment No. 1 to the Draft Registration Statement (the “Draft Registration Statement”), which was confidentially filed on June 25, 2012. The Registration Statement contains the following revisions to the Draft Registration Statement:
• | Additional disclosure regarding the increase in the Registrant’s term B loan under its existing credit agreement; |
• | Disclosure regarding the redemption and conversion of all of the outstanding preferred stock of the Registrant; and |
• | Additional disclosure regarding the payoff of promissory notes issued to certain members of management. |
Should you have any questions, please do not hesitate to contact the undersigned via telephone at (415) 983-1540, facsimile at (415) 983-1200 or mail at 50 Fremont Street, San Francisco, CA 94105.
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July 3, 2012
Page 2
Very truly yours,
/s/ David E. Lillevand |
David E. Lillevand |
Senior Associate |
cc: | Pillsbury Winthrop Shaw Pittman LLP | |
Blair W. White | ||
Performant Financial Corporation | ||
Lisa C. Im | ||
Dr. Jon D. Shaver | ||
Hakan L. Orvell | ||
Kirkland & Ellis LLP | ||
Joshua N. Korff | ||
Michael Kim |
www.pillsburylaw.com