601 Lexington Avenue
New York, NY 10022
United States
+1 212 446 4800
www.kirkland.com
March 10, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549
Attention: Jay Ingram
| Re: | Array Technologies, Inc. |
Draft Registration Statement on Form S-1
Filed February 25, 2021
File No. 377-04310
On behalf of our client, Array Technologies, Inc. (the “Company”), we set forth below the Company’s response to the letter, dated March 1, 2021, containing the comment of the staff of the Division of Corporate Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) with respect to the above referenced Draft Registration Statement on Form S-1 confidentially submitted by the Company on February 25, 2021 (the “Draft Registration Statement”).
In order to facilitate your review of our response, we have restated the Staff’s comment in this letter, and we have numbered the paragraph below to correspond to the number in the Staff’s letter. For your convenience, we have also set forth the Company’s response to the Staff’s comment immediately below the corresponding numbered comment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
Draft Registration Statement Filed February 25, 2021
General
| 1. | Staff’s comment: Because you have not filed your Form 10-K for the fiscal year ended December 31, 2020, which you seek to incorporate by reference, your filing does not meet the requirements of subparagraphs (e)-(j) of Item 11 of Form S-1. The SEC’s policy allowing for confidential review of draft registration statements does not permit the submission of a registration statement that fails in numerous respects to meet the requirements of the Form or Regulation S-K. Please amend your filing to include the information required by Form S-1. |
Response: The Company has filed its Form 10-K for the fiscal year ended December 31, 2020, on the date hereof, which provides the information requested by the Staff and is incorporated by reference in the Draft Registration Statement, and therefore the Company respectfully requests the commencement of the review of the Draft Registration Statement.
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We hope that the foregoing has been responsive to the Staff’s comment. If you have any questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.
| Sincerely, |
/s/ Joshua N. Korff |
| Joshua N. Korff |
VIA E-MAIL
| cc: | Jay Ingram |
Securities and Exchange Commission
Jim Fusaro
Nipul Patel
Charlotte MacVane
Array Technologies, Inc.
Michael Kim
Kirkland & Ellis LLP
Michael Kaplan
Roshni Banker Cariello
Davis Polk & Wardwell LLP