JOHN T. MCKENNA
+1 650 843 5059
jmckenna@cooley.com
April 20, 2018
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Nicholas P. Panos
| Re: | ConvergeOne Holdings, Inc. |
| Amendment No. 2 to ScheduleTO-I Filed April 13, 2018 |
| FileNo. 005-89952 |
Ladies and Gentlemen:
On behalf of ConvergeOne Holdings, Inc. (“ConvergeOne” or the “Company”), the following information is in response to a verbal comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 2 to ScheduleTO-I filed April 13, 2018.
The Company confirms to the Staff that it has been verbally notified by a representative of The Nasdaq Stock Market LLC (“Nasdaq”), that as its warrants are held by less than 400 holders, they do not meet the minimum round lot holder requirements for listing as set forth in Nasdaq Listing Rule 5515(a)(4). The Company has publicly stated that upon receipt of the formal delisting notice it does not intend to appeal such delisting determination.
Accordingly, the Company’s impending purchase of the warrants in the tender offer, will not have been responsible for the planned delisting of the warrants by Nasdaq, and as such, as a matter of the law, the tender offer is not “reasonably likely” to produce one of the requisite going private effects.
Separately, the Company acknowledges the Staff’s view that conditions included in tender offers must be objectively determinable. To the extent that the Company would have invoked one of the closing conditions to the tender offer, it would have held itself to a reasonable offeror standard.
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130
T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM
April 20, 2018
Page Two
Please contact me at (650)843-5059 with any questions or further comments regarding our responses to the Staff’s comments.
Sincerely,
COOLEY LLP
/S/ JOHN T. MCKENNA
John T. McKenna
| cc: | John A. McKenna, Jr.,ConvergeOne Holdings, Inc. |
Jeff Nachbor,ConvergeOne Holdings, Inc.
Mehdi Khodadad,ConvergeOne Holdings, Inc.
Alan Hambelton,Cooley LLP
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130
T: (650) 843-5000 F: (650) 849-7400 COOLEY.COM