MAIL STOP 3561
May 25, 2006
Mr. Bruce Lederman
2601 Ocean Park Blvd. Suite 320
Santa Monica, CA 90405
Re: HD Partners Acquisition Corporation
Amendment No 7 to Registration Statement on Form S-1
File No. 333-130531
Amendment filed on May 24, 2006
Dear Mr. Lederman:
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.
Please understand that 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. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
General Comments
1. Please provide a more detailed discussion throughout the
prospectus
of the financial requirements, including sources of funds,
associated
with your dissolution. If the company believes that the funds
outside
the trust would be sufficient to fund the dissolution, please
provide
disclosure sufficient to support that belief. For example, we note
the
statement at the top of page 17 that you will pay the costs of
dissolution from the remaining assets outside the trust fund. In
addition, to the extent that there are insufficient funds held
outside
the trust account, please disclose whether the company will look
to
the trust account to fund the dissolution.
Summary
2. On page 6 of your Summary we note your disclosure that your
"revolving line of credit terminates upon the earlier of the
completion of a business combination, the implementation of [y]our
plan of dissolution and liquidation ..." Please clarify the
meaning of
this statement. Does this mean that once the process of
dissolution
has commenced, the line of credit terminates? If necessary, will
funds be provided from the line of credit to pay the costs
associated
with your dissolution? Your disclosure should be revised
throughout
the prospectus. Finally, please indicate whether the company will
write-off this loan as part of the dissolution as opposed to
repaying
them prior to the dissolution.
3. On page 9 we note your disclosure that "[p]ursuant to the terms
of
the trust agreement by and between us and American Stock Transfer
and
Trust Company, we will promptly dissolve ... as part of our
overall
plan of dissolution ..." Please revise to clarify that the overall
procedure for your dissolution, including - if true, the
liquidation
of the trust account, will be governed by Delaware law as
discussed
elsewhere. Reconcile the disclosure here and throughout the
prospectus, as necessary.
4. We note the usage of potentially vague language throughout your
document which should be clarified. For example, "such amounts"
on
pages 10, 13, and 16; and "certain limited circumstances" on page
15.
With respect to these words, please clearly define these terms so
that
the nature of the obligations assumed is clear.
5. Please clarify, on page 10 and elsewhere as appropriate,
whether
management has undertaken to pay for the dissolution of the
company in
the event that the costs of dissolution, including any outstanding
creditor claims, exceed amounts held outside of the trust. If
not,
please clarify how the company intends to pay these costs,
including a
discussion of both the sources of funds and an estimate of the
costs.
Risk Factors, page 13
6. In Risk Factor 2 on page 13 you disclose that following the
dissolution your public stockholders "will be entitled to receive
approximately $7.604 ..." The reference to the shareholders being
"entitled" is too strong a word given the ability of creditor
claims
to reduce the funds available to the public shareholders. Please
revise this language as necessary.
7. In reviewing your disclosures concerning the officer
indemnification agreements, the staff noted that the officers
would
only be liable to pay, if the third party did not execute a waiver
agreement waiving claims against the trust. However, elsewhere,
including on page 15, we note that even if a third party executes
an
agreement waiving claims to the trust they may still be able to
bring
claims against the trust under several legal theories. Please
revise
your disclosure to indicate whether the indemnification agreement
would also cover a circumstance where a waiver agreement was in
place
but later determined to be invalid for any reason. If the
indemnification does not cover an invalid waiver agreement please
address the impact that this may have on the funds held in trust.
Revise the disclosure throughout the prospectus regarding the
significant limitations on the indemnification by these officers.
8. On page 16, in the Risk Factor beginning "Our Stockholders may
...."
the staff note your statement that "[y]our stockholders could
potentially be liable for any claims ..." In light of the
statement
in this risk factor that management does not intend to comply with
Rule 280, it appears that the disclosure should be revised to
clarify
that shareholders "will likely" be liable for claims beyond the
three
years. This comment is also applicable to your disclosure on page
17
and elsewhere in the prospectus as applicable.
9. We note the statement on page 17 that "the likelihood that any
claim that would result in any liability extending to the trust is
minimal." Please reconcile with the risk factor on page 15.
Revise
similar disclosure on page 49 and elsewhere throughout the
prospectus,
as appropriate.
Comparison to Offerings of Blank Check Companies, page 52
10. Please provide a more detailed discussion and comparison of
the
timing for the return of investor funds following the dissolution
of
the company as it relates to your offering versus the requirements
for
a Rule 419 offering.
Management, page 55
11. Please revise the paragraph beginning with "[i]n connection
with
the stockholder vote ..." on page 61 to conform to Rule 462. For
example, the statements "our existing stockholders will not have
conversion rights with respect to shares acquired during or
subsequent
to this offering, except upon our liquidation ..." seems to
conflict
with the sentence immediately following, which states "[our
existing
stockholders] have agreed to waive their respective rights to
participate in any liquidation including the liquidation of our
trust
account ..."
Exhibit 5.1
12. Please note that because your warrants and purchase options
are
also considered contractual provisions your legality opinion
should be
revised to reference the state contract law covering the
agreements.
Closing Comments
As appropriate, please amend your 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.
Any questions regarding the accounting comments may be
directed
to Babette Cooper at (202) 551-3396. Questions on other
disclosure
issues may be directed to Jay Williamson at (202) 551-3393.
Sincerely,
John Reynolds
Assistant Director
cc: Stuart Neuhauser
Fax: (212) 370-7889
Mr. Bruce Lederman
HD Partners Acquisition Corp.
May 1, 2006
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