December 22, 2004
Mail Stop 0305
Hilary A. Rapkin, Esq.
Vice President and General Counsel
Wright Express Corporation
97 Darling Avenue
South Portland, Maine 04106
Re: Wright Express Corporation
Form S-1 filed November 23, 2004
File No. 333-120679
Dear Ms. Rapkin:
We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects and welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
General
1. Please provide us with any artwork you intend to use prior to
printing the red herrings. The artwork you present on the inside
front cover of the prospectus should provide clear illustrations
of
your product or business with concise language describing the
illustrations. Artwork that does not convey the business purpose
or
language that strays beyond a limited scope will not be
appropriate
inside the front cover. Refer to Section VIII of the Division of
Corporation Finance March 31, 2001 Current Issues and Rulemaking
Projects Quarterly Update available at www.sec.gov.
2. In an appropriate location in the document, please quantify the
total consideration that Cendant expects to receive in connection
with the disposition of its Wright Express subsidiary. Further
explain, for example, that Cendant expects to receive more than
$1.0
billion in proceeds, consisting of offering proceeds and other
distributions from Wright Express related to the offering.
Explain
how "the other distributions" from Wright Express may potentially
impact the proceeds received by Cendant.
3. Please explain why you have omitted the following information
from
your document. In your explanation, tell us the status of, and
quantify to the extent feasible, the following items:
``* The special dividend to Cendant;
* The cancellation of a receivable from Cendant;
* The approximate costs to incur for transitional services in the
12
month period following the closing of the offering;
* The term loan and revolving credit facility amounts you expect
to
enter into prior to the closing;
* Shares reserved for stock options, equity awards, future grants
under the 2005 Equity and Incentive Plan, your 401(k) plan and
your
employee purchase plan;
* The description of the authorized capital stock, for example,
the
number of shares of common stock and preferred stock; and
* Executive officer compensation, summary compensation table and
Cendant stock options on page 76.
Please revise your disclosure to reflect the above information in
the
next amendment, or as it becomes available.
4. We note from page 77 of the business section that no stock
options
were granted to your named executive officers during 2004. Please
supplementally tell us if there were any stock options granted to
employees or other officers during 2004. If there were grants,
please provide both the exercise price and the amount of options
granted.
Cover Page
5. Please revise to clarify that Cendant is offering 100% of its
Wright Express stock in this offering.
Prospectus Summary, pages 1 - 7
6. The summary should provide investors with a clear, concise and
coherent "snapshot" description of the most significant aspects of
the offering. Where possible, please revise the summary to be
more
concise, and refrain from cutting and pasting lengthy sections
from
other parts of the document, such as the Business section.
Wright Express, page 1
7. Please revise the first page of the summary to provide a
clearer
picture of the corporate history of this company, including when
it
was formed, how it was formed, and to also make clear the business
purpose of this offering. For example, you should disclose on the
first page that you are a wholly owned subsidiary of Cendant, that
Cendant is selling its entire ownership stake in this offering,
and
that you will receive no proceeds from this offering. Also
consider
relocating the Cendant disclosure on page 5 to the first page of
the
summary.
8. Tell us on what basis you are able to determine that you are "a
leading provider of payment processing and information management
services to the U.S. commercial and government vehicle fleet
industry." Please provide supplemental support for this assertion
and explain to us the criteria you applied to reach this
conclusion.
Please 9. `explain to us why you provide five-year compound annual
growth rates, alongside single-year revenue and net income levels
on
page 2. Also explain why the five-year growth rate for revenues
is
26%, while you disclose on page 1 that the five-year growth rate
for
the "aggregate dollar value" of transactions processed for fleets
is
22%; what is the difference between those two computations? How
long
has the company been in business, and why did you choose to
disclose
five-year compound growth rates, as opposed to the business growth
based on some other time period? Please advise and consider
revising
to clarify these issues and/or place the more detailed financial
information (i.e. compound annual growth rates) outside of the
summary.
Relationship with Cendant, page 5
10. We note from the MD&A section on page 35 that Cendant has
owned
Wright Express since March 2001, although Wright Express has been
in
business since 1983. Please also disclose those facts here. The
fact that Cendant has not had any ownership or oversight over
Wright
Express for most of its history might impact the significance of
the
transitional agreement and continuing business arrangements
between
Cendant and Wright Express you discuss here.
Corporate information, page 6
11. Please revise to better explain the current corporate
structure,
and the history of the corporate structure. Consider including a
chart to depict the corporate structure. We note your disclosure
on
page 55 in the "Our history" section, which is somewhat complex;
nevertheless, some of those details should be explained here in
the
summary.
The offering, page 7
12. In the bullet point list at the bottom of page 7, please
revise
to disclose the weighted average exercise price per share of the
shares issuable upon the exercise of equity awards to be issued in
exchange for Cendant equity awards upon completion of the
offering.
13. Please clarify whether the paragraph on page 8 relates to the
bullet point list of exclusions listed at the bottom of page 7, or
whether that paragraph relates to a separate exchange of Wright
Express common stock for Cendant restricted stock units and stock
options. In any case, revise the disclosure to be clear as to the
manner in which you will determine the exchange ratio prior to the
closing of the offering.
Summary Combined Financial Information, page 9
14. We note your presentation of the non-GAAP measures "net income
margin" and "Total MasterCard purchase volume" in your Summary and
Selected Financial Information. Please revise to delete these non-
GAAP measures or revise your presentation of these measures to
comply
with all of the requirements of Item 10(e) of Regulation S-K. Note
that we will not object to a discussion in MD&A of "MasterCard
purchase volume" if management believes this measure is meaningful
to
an understanding of the Company`s results of operations for the
periods presented and the discussion provided includes a
discussion
of why this measure is meaningful to an understanding of the
Company`s results for the periods presented.
15. Please disclose your planned accounting treatment for the
merger
of Wright Express LLC and Wright Express Solutions and
Technologies,
LLC into Wright Express Holding Corporation. Also, please confirm
that Wright Express Holding Corporation has no material assets or
operations prior to its merger with Wright Express LLC, or revise
to
include financial statements for this entity in the registration
statement.
Risk Factors, page 12
16. Please remove the qualifying language from the introductory
paragraph and clarify that you have included all material risks to
your business and that are associated with this offering. All
material risks should be described. If risks are not deemed
material, please do not reference them.
Risks Relating to Our Company, page12
Our business and results of operations are dependent on several
key
strategic..., page 14
17. Please clarify the type of customers you serve in your top
five
strategic relationships. For example, are those relationships
related to the agreements with major oil companies and fuel
retailers
you reference in the second paragraph? Also provide examples of
the
fleet customer, so that the reader can better understand the risk.
We are subject to extensive government regulation and
oversight...,
page 15
18. Please advise whether you believe you could contract with a
third-party to provide credit to your customers on similar terms,
and
for a similar price, as you do through your Utah industrial bank,
or
whether the cost of that service would be higher, and discuss that
in
the risk factor if material. Furthermore, please discuss and to
the
extent feasible quantify the extent to which you use your ability
to
issue certificates of deposit to obtain financing. For what do
you
issue certificates of deposit? Please be clear on the benefits you
reap from having access to an affiliated Utah bank, so that
investors
can better understand the risk.
We have benefited from being a subsidiary of much larger
entities...,
page 17
19. Please clarify the time period during which Avis Group
Holdings
was the parent company of Wright Express. If feasible and
material,
also quantify the growth experienced by the company as a
subsidiary
of both Avis and Cendant, specifying the time periods associated
with
that growth.
We will be required to pay Cendant for most of the tax benefits we
receive..., page 18
20. Please disclose when you expect to realize the cash savings,
and
whether it will be all at once, or over a period of time. To the
extent feasible, provide an estimate of the "substantial" payments
you expect to make to Cendant under the tax receivable agreement
and
discuss the factors that dictate the timing of any payments under
the
tax receivable agreement.
Use of Proceeds, page 24
21. To the extent feasible, please be more specific as to the use
of
proceeds.
Dividend Policy, page 24
22. Please disclose the business purpose of the $19.9 million
dividend paid to Cendant in 2004, and the business purpose of the
special dividend to be declared to Cendant immediately prior to
this
offering.
23. We note the discussion on page 24 indicating that your new
credit
facility may contain restrictions regarding the Company`s ability
to
pay dividends. Please revise the notes to the Company`s financial
statements to disclose the nature and significant terms of any
dividend restrictions imposed by the new credit facility. Refer to
the requirements of Rule 4-08(e) of Regulation S-X. Also, the
discussion of "Dividend limitations and minimum capital
requirements"
on page 49 of MD&A should also be revised to include a discussion
of
these restrictions.
Unaudited pro forma combined financial statements, page 33
24. Please revise the introductory paragraph to the pro forma
financial statements to include a brief description regarding the
nature and terms of the various transactions that have been
reflected
in the pro forma financial information. Refer to the requirements
of
Rule 11-02(b)(2) of Regulation S-X.
Notes to unaudited pro forma combined financial statements, page
34
25. We note that note 6 will reflect the adjustment to give effect
to
the tax receivable agreement with Cendant. Considering the
disclosure on page 6 that you will be required to pay Cendant 85%
of
the amounts by which your income taxes are actually reduced and
the
actual amount and timing of any payments will vary depending upon
a
number of factors, please supplementally tell us and explain in
Note
(6) how the proforma amount was determined.
26. We note that the unaudited pro forma combined financial
statements include incremental costs that you expect to incur
going
forward. Please ensure the pro forma adjustments also include an
adjustment to reduce expenses for services provided by Cendant and
its affiliates that will be terminated in connection with your
planned offering and for which you do not expect to incur
continuing
costs on a stand-alone basis. These adjustments must also be
"factually supportable" as required by Rule 11-02(b)(6) of
Regulation
S-X.
27. Refer to footnote (1) - We note that you plan to include in
adjustment (1) "incremental costs that you expect to incur as a
result of becoming a public company and your separation from
Cendant". Please ensure that this adjustment includes only costs
that are factually supportable and will have continuing impact on
the
Company`s results of operations as required by Rule 11-02(b)(6) of
Regulation S-X. Please note that in order to be considered
"factually
supportable" the Company must be contractually obligated to incur
such costs. Also, the costs included in your pro forma adjustments
should not include any one-time costs or special charges
associated
with the spin-off since these costs will not have a continuing
impact
on your results of operations. However, to the extent that you
expect
to incur costs in excess of those that are factually supportable
or
which will not have a continuing impact, these costs should be
disclosed in the notes to your pro forma financial information.
28. We note from footnote (1) and disclosures provided elsewhere
in
the document that the Company plans to grant new options and
performance-based restricted stock units immediately following the
offering that will vest over a four year period. Please tell us
and
explain in the notes to the pro forma financial information and
MD&A
the number and terms of the options and restricted stock units
that
you plan to issue in connection with the offering. Also, tell us
and
disclose the amount of compensation expense that you expect to
recognize in connection with the option grants and explain how
this
expected expense was calculated or determined.
29. Refer to footnote (7) - Please clarify in footnote (7) or the
introductory paragraph to your pro forma financial information how
this adjustment is directly attributable to the spin-off
transaction
as required by Rule 11-02(b)(6) of Regulation S-X.
30. Refer to footnote (8) - Please disclose in the introductory
paragraph or footnote (8) the significant terms of the merger
between
Wright Express LLC and Wright Express Holding Corporation and
disclose the accounting treatment to be used for this transaction.
Management`s Discussion and Analysis, pages 35
General
31. We note in the transactions with current and past Cendant
affiliates disclosure on page 88, that you are currently
renegotiating certain terms of the arrangement with PHH Vehicle
Management Services to provide co-branded payment processing and
information management services to its fleet customers. To the
extent there are expectations of any significant changes in
amounts
of revenue you will receive going forward, please include a
discussion of this arrangement in the MD&A section.
Overview, page 35
32. Consider disclosing the geographic location of your business,
corporate office, and employees. We note from various news
reports
that Wright Express is a leading southern Maine employer.
Results of operations, page 37
33. To the extent your increases in transactions processed are due
to
the addition or expansion of a strategic relationship that
materially
increased your revenue, please discuss those strategic
relationships
in greater detail.
34. We note that your disclosure regarding the increase in
vehicles
references a combination of factors contributing to the net
increase;
however, you only disclose one reason, an increase in the average
number of fleets for which you provided services. Please revise
your
statement to clearly discuss all of the reasons for the increase
in
vehicles.
Page 39
35. We note that your explanation of the decrease in the provision
for credit losses between September 30, 2003 and September 30,
2004
includes the change in three components; charge-offs, accounts
receivables balance and MasterCard credit losses. Please revise
your
explanation to include more specific reasons for the decrease in
the
provision, (specific accounts written off, past trends, increased
customer delinquencies, etc.). Additionally, please discuss the
reason for the overall decrease in the provision balance from
December 31, 2003 particularly due to the fact that accounts
receivable has increased approximately 50% since year-end.
Page 41
36. We note that your explanation of the increase in the provision
for credit losses from December 31, 2002 to December 31, 2003
includes the change in three components; charge-offs, accounts
receivables balance and MasterCard purchase volume. Please revise
your explanation to include more specific reasons for the increase
in
the provision, (specific accounts written off, past trends,
increased
customer delinquencies, etc.).
Liquidity and Capital Resources, page 46
37. We note your disclosure that for almost all transitional
services
that will be provided, Cendant does not have the ability to
terminate
the provision of the services prior to the expiration date.
Please
specify either in this section or in the transitional agreement
details on page 82, which services, if any, Cendant may be able to
terminate prior to the expiration date. Also, discuss any
potential
adverse consequences to the Company should Cendant decide to
terminate such services.
Market Risk, page 49
38. We note that you disclose historical fuel price sensitivity as
a
market risk. Additionally, we note that you are planning to enter
into a credit facility prior to this offering. Please revise to
disclose quantitative information about market risk with respect
to
your current and expected future exposure to interest rate risk.
In
this regard, we note that the Company pays interest expense on
deposits, borrowed federal funds, and borrowings from affiliates.
Contractual Obligations, page 50
39. We note that your contractual obligations presented are as of
September 30, 2004. Please revise your disclosure to also present
contractual obligations as of December 31, 2003. See requirements
in
Item 303(a)(5) of Regulation S-X. Included in this disclosure
should be the mortgage loan purchase, sale and servicing agreement
with Cendant.
Business, page 54
Our history, page 55
40. Please revise this section to be clearer as to the ownership
of
this company throughout its twenty-year history, and clarify that
Cendant did not own Wright Express until March 2001, when it
acquired
it as part of Avis. Please advise, and revise as appropriate, to
better explain the company`s history of ownership and
organizational
structure.
Management, pages 71-81
41. Please confirm that you will provide any and all missing
information from this section, and its many subsections, with the
next amendment, or confirm that it will be available prior to
completion of the offering.
Directors and executive officers, page 71
42. We note that your amended and restated by-laws will provide
for a
classified board. Please revise here or in the composition of the
board of directors section on page 73, to indicate which directors
will belong to which class, and when the terms for each of the new
classes of directors will expire. Also specify in which class of
director the future independent directors will be placed.
Compensation of directors and executive officers, page 75
Executive officer compensation, page 76
43. We note your statement that the summary compensation table
includes compensation paid directly by you as well as compensation
paid by Cendant. Please revise to clarify how much of the
compensation each company paid, perhaps in footnote disclosure.
Furthermore, please clarify what you mean when you say all
"material
compensation" was paid or awarded "directly by Cendant" and
reconcile
that with your statement that the executive officers also received
compensation from Wright Express.
``Employment Agreements, page 81
44. We note that you expect to enter into employment agreements
with
undisclosed named executive officers that will become effective
subject to and upon completion of this offering. Please disclose
whether you currently have any employment agreements with any of
your
named executive officers and whether there are any arrangements in
place by which any named executive officer will receive any
payment
upon his or her retirement, resignation, and termination, or upon
a
change of control.
Certain Relationships and Related Party Transactions, page 82
Transitional Services Agreement, page 82
45. Please confirm that you will provide the omitted information
in
the next amendment, or that the information will be available
prior
to the completion of the offering.
Transactions with current and past Cendant affiliates, page 88
46. Tell us whether you considered filing any of the agreements
you
list as material contracts pursuant to Item 601(b) of Regulation
S-K
and provide a brief analysis for each agreement listed.
Principal and selling stockholder, page 91
47. Please provide all Item 403 disclosure, including the specific
number of shares of Wright Express that Cendant and its
subsidiaries
own.
Shares Eligible For Future Sale, page 100
48. To the extent applicable, please expand your disclosure to
include the amount of common equity (i) that is subject to
outstanding options or warrants or (ii) that could be sold
pursuant
to Rule 144 or that you have agreed to register for sale. Refer
to
Item 201(a)(2) of Regulation S-K.
49. Please quantify the amount of stock options and restricted
stock
grants you intend to issue pursuant to your 2005 Equity Incentive
Plan, and also quantify the number of shares that are subject to
the
lock-up agreements.
Underwriting, page 105
50. We note that Cendant currently anticipates that it will
undertake
a directed share program. Please supplementally provide us with
all
materials that you will provide to potential purchasers in this
program and advise us, in detail, of how the program works. Also,
clarify whether the shares issued in the directed share program
will
be subject to lock-up agreements and, if so, briefly describe the
lock-up agreements. It is not clear from your description of the
lock-up agreements whether all persons eligible to receive shares
in
the directed share program would be subject to the lock-up
agreement.
51. Please disclose the customary arrangement fee and other fees
you
will pay J.P. Morgan Securities, Inc., or its affiliates, in
connection with the new credit facility.
Where You Can Find Additional Information, page 109
52. Consider also disclosing whether you will make available your
annual and quarterly reports through your Internet website, and
disclose that website address.
Notes to Interim Combined Financial Statements (Unaudited)
Note 10. Related Parties, page F-13
53. We note that as of December 31, 2003, the Company`s potential
exposure related to loans subject to FHLB recourse provisions was
$12,317,000. Please tell us if as of September 30, 2004, any
recourse exposure related to these loans remains. If so, please
revise your disclosure and include in MD&A a discussion of any
exposure remaining subsequent to the discontinuation of the
mortgage
loan purchase, sale and servicing agreement. Please disclose the
dates the exposure extends to and the range of amounts you may be
required to repurchase under the recourse provisions.
Audited Combined Financial Statements
Consolidated Balance Sheets
54. We note from the disclosures included elsewhere in the filing
that the Company plans to pay Cendant a special dividend prior to
the
completion of the Company`s planned public offering. Please revise
to
include a pro forma balance sheet alongside the Company`s historic
balance sheet for the most recent interim period presented giving
effect to this special dividend but not any offering proceeds that
will be required to pay this dividend. Additionally, if the
special
dividend to be paid exceeds the Company`s historical earnings for
the
latest year, please disclose pro forma earnings per share giving
effect to the number of shares, which when multiplied by the
offering
price, would be sufficient to replace the capital in excess of
earnings being withdrawn. Refer to the requirements of SAB Topic
1:B:3.
55. Please revise your consolidated balance sheets to provide
separate disclosure of goodwill. Refer to the requirements of
paragraph 43 of SFAS No.142.
56. We note that the Company has presented an unclassified balance
sheet. Given the nature of the Company`s business operations,
which
appears to result in the generation of a large volume of short-
term
receivables and payables, it appears that information regarding
the
maturity and classification (i.e., short-term vs. long-term) of
the
Company`s various categories of assets and liabilities would be
relevant and useful to the users of the Company`s financial
statements. Accordingly, please revise to include classified
balance
sheets for all periods presented.
Notes to Combined Financial Statements
Note 1. Nature of Business and Basis of Presentation, page F-21
57. We note the disclosure indicating that the Company has one
reportable segment, which has one product group. Please tell us in
further detail why you do not believe that the operations of your
"direct" co-branded" and "private label" channels of operations do
not represent separate reportable segments pursuant to SFAS
No.131.
Similarly, please explain why you do not believe the operations of
you bank subsidiary, Wright Express Financial Services
Corporation,
do not represent a separate reportable segment. As part of your
response, please explain in further detail how the chief operating
decision maker analyzes the Company`s financial results for
purposes
of assessing performance and allocating resources. We may have
further comment upon receipt of your response.
Note 2. Summary of Significant Accounting Policies
Off-Balance Sheet Financial Instruments, page F-22
58. We note that you include a discussion of off-balance sheet
financial instruments. Please include in your discussion the
loans
sold with recourse and letters of credit. Additionally, please
include disclosure of the fair values of all "on balance sheet"
and
off-balance sheet financial instruments (e.g., deposits, cash and
cash equivalents, accounts receivable, etc.). See paragraph 10
of
SFAS No. 107.
Revenue Recognition, page F-26
59. We note that account servicing revenue is recognized "during
the
month the data is maintained or the report is delivered." Please
revise your disclosure to clarify the meaning of "during the month
the data is maintained," particularly in relation to the criteria
required for recognizing revenue outlined in SAB 104.
Additionally,
please explain why certain account servicing revenues are
recognized
during the month data is maintained while other account servicing
revenues are recognized when the report is delivered.
Recent Accounting Pronouncement, page F-28
60. We note you have disclosed EITF No. 03-1 as a recent
accounting
pronouncement that may impact your financial statements. Please
revise to include a disclosure addressing the impact of all
recently
issued accounting pronouncements that may affect your financial
statements, such as SFAS No. 149 or explain why these disclosures
are
not required.
Note 3. Reserve for credit losses, page F-28
61. Revise to include disclosure of the activity included in your
reserve for credit losses during the period from March 1, 2001 to
December 31, 2001. Refer to the requirements regarding Schedule II
outlined in Rule 5-04 of Regulation S-X.
Note 6. Goodwill and Other Intangibles
62. We note the disclosure indicating that technology with a value
of
$2,472 was amortized over a period of sixteen months. Please tell
us
and explain in Note 6 in further detail the nature of this
technology. Also, please explain how you determined the useful
life
of sixteen months and explain why management believed this useful
life was appropriate.
Note 8. Deposits
63. Please tell us and explain in Note 8 the facts and
circumstances
that resulted in the significant increase in mortgage escrow
deposits
form $403 at December 31, 2003 to $154,782 at September 30, 2004.
Note 11. Related Parties
Cendant Mortgage
64. Based on the disclosure of the amount of potential exposure
related to loans subject to recourse provisions, it appears you
sold
loans to the FHLB during 2003. Please revise to disclose any
gains
or losses on the sales of those loans, as required in paragraph
13(d)
of SOP 01-6 or explain why you do not believe this is required.
65. We note the disclosure indicating that Cendant did not charge
interest expense on amounts due from the Company during the
periods
presented in the combined financial statements. Given that no
interest charges were made by Cendant during the periods
presented,
please revise to include an analysis of the inter-company activity
between the Company and Cendant for each period presented in the
Company`s combined statements of operations and disclose the
average
balance owed to Cendant during each of these periods. Refer to the
requirements of SAB Topic 1:B:1, Question 4.
******
As appropriate, please amend the registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Claire Lamoureux, Staff Accountant, at (202)
824-5663 or Linda Cvrkel, Branch Chief, at (202) 942-1936 if you
have
questions regarding comments on the financial statements and
related
matters. Please contact Johanna Vega Losert, Attorney-Advisor, at
(202) 942-2931 or the undersigned at (202) 942-2936 with any other
questions.
Regards,
Sara W. Dunton
Branch Chief
cc: via facsimile (917) 777-2103
Gregory A. Fernicola
Nanda Monteiro
Skadden Arps Slate Meagher & Flom LLP
Four Times Square
New York, New York
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Wright Express Corporation Form S-1
December 22, 2004
Page 14