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| | July 9, 2020 | |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-3561
Attn: | Mr. John Stickel |
| | Attorney Advisor |
| | | Trean Insurance Group, Inc. Registration Statement on Form S-1 Filed June 19, 2020 File No. 333-239291 |
On behalf of our client Trean Insurance Group, Inc. (the “Company”), we hereby provide responses to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 29, 2020 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-1 filed with the Commission on June 19, 2020.
Concurrently with the submission of this letter, the Company is publicly filing, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 1 to the Registration Statement on Form S-1 (the “Registration Statement”).
The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Registration Statement. All references to page numbers and captions (other than those in the Staff’s comments and unless otherwise stated) correspond to the page numbers and captions in the Registration Statement.
Mr. John StickelSecurities and Exchange Commission
July 9, 2020
Page 2
Form S-1 Filed June 19, 2020
Selected historical combined financial and other data, page 46
| 1. | We note your disclosure of pro forma per share data. Please revise to explain what transactions are included in the calculation. Also, revise as appropriate to ensure that an investor clearly understands the amounts used for the numerator and denominator in the pro forma EPS calculations and how they were determined. |
The Company has revised the disclosure on pages 16, 48 and 49 in response to the Staff’s comment.
Please contact me at (212) 735-2573 or Dwight.Yoo@skadden.com if the Staff has any questions or requires additional information.
Very truly yours,
/s/ Dwight S. Yoo
cc: Michael Volley, Securities and Exchange Commission
Amit Pande, Securities and Exchange Commission
J. Nolan McWilliams, Securities and Exchange Commission
Andrew M. O’Brien, President and Chief Executive Officer, Trean Insurance Group, Inc.
Julie A. Baron, Chief Financial Officer, Trean Insurance Group, Inc.
Richard D. Truesdell, Jr., Davis Polk & Wardwell LLP
Shane Tintle, Davis Polk & Wardwell LLP
