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SIDLEY AUSTINLLP 787 SEVENTH AVENUE NEW YORK, NY 10019 (212) 839 5300 (212) 839 5599 FAX |
BEIJING BOSTON BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA |
HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO |
SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. | ||||
jcummins@sidley.com (212) 839-5374 | FOUNDED 1866 | |||||||
July 3, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Attn: | Jay Ingram |
| Alfred Pavot |
| Tracey Smith |
| Asia Timmons-Pierce |
| Re: | The New Home Company LLC |
| Amendment No. 2 to the Registration Statement on Form S-1 |
| CIK No. 0001574596 |
Ladies and Gentlemen:
The New Home Company LLC (to be converted into a Delaware corporation prior to the completion of the offering to which the Registration Statement referred to below relates) (the “Company”) has today electronically transmitted, pursuant to Regulation S-T, Amendment No. 2 (“Amendment No. 2”) to the Registration Statement on Form S-1 (including exhibits thereto) of the Company (the “Registration Statement”) for filing under the Securities Act of 1933, as amended (the “Securities Act”). On behalf of the Company, we hereby respond to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in a letter dated July 1, 2013 from Mr. Jay Ingram, Legal Branch Chief. For your convenience, the Staff’s comment is included in this letter and is followed by the applicable response. We will also provide courtesy copies of Amendment No. 2 to the Registration Statement, as filed and marked to indicate the changes made from the filing of Amendment No. 1 to the Registration Statement with the Commission on June 26, 2013.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 61
Three Months Ended March 31, 2013 compared to Three Months Ended March 31, 2012, page 64
Securities and Exchange Commission
Division of Corporation Finance
July 3, 2013
Page 2
| 1. | We note the disclosures you provided in response to comment 1 in our letter dated June 21, 2013. Please expand these disclosures to explain the factors that resulted in cost of home sales as a percentage of home sales to decline. If there are multiple factors that contributed to the decline, please quantify the extent to which each factor contributed to the decline. Please refer to Item 303(a) of Regulation S-K and Section 501.12 of the Financial Reporting Codification for guidance. |
Response: In accordance with the Staff’s comment, the Company has expanded its disclosure on page 65.
* * * * *
Securities and Exchange Commission
Division of Corporation Finance
July 3, 2013
Page 3
We believe that the proposed modifications to the Registration Statement are responsive to the Staff’s comment. Please direct any further communications relating to this filing to the undersigned at (212) 839-5374.
Very truly yours,
/s/ J. Gerard Cummins
J. Gerard Cummins
| cc: | H. Lawrence Webb |
| Edward F. Petrosky |
| Casey T. Fleck |
| Julian Kleindorfer |