April 21, 2005
Mail Stop 0408
By U.S. Mail and facsimile to (650) 494-0792
Mr. Kirk Sanford
President and Chief Executive Officer
Global Cash Access Holdings, Inc.
3525 East Post Road
Las Vegas, NV 89120
Re: Global Cash Access Holdings, Inc.
Form S-1 filed on March 22, 2005
File Number 333-123514
Dear Mr. Sanford:
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. We 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. We will process your amendments without a price range. Since
the
price range triggers a number of disclosure matters, we will need
sufficient time to process the amendments when it is included.
Please understand that its effect on disclosure throughout the
document may cause us to raise issues on areas not previously
commented on and we may take a significant amount of time to
review
your document.
2. Please include a cover letter in your next submission and label
it
as correspondence when filed on EDGAR.
3. You should use no type size smaller than the one that
predominates
in the filing. Currently, you use a smaller size type for some
financial information. Please revise.
Cover Page
4. Please revise your disclosure of the calculation of the
registration fee for purposes of the guaranty in accordance with
our
telephone conversation.
Prospectus Summary - page 1
5. Please remove the second sentence of the first paragraph. In
addition, please refrain from using "certain" in describing your
disclosure throughout the registration statement. Refer to Rule
421(b).
6. You mention the importance of your "3-in-1 rollover"
functionality. Please refer the reader to page 58 for the full
explanation of its functioning and importance.
Risk Factors - page 8
7. Some of your risk factors contain language like "we cannot
assure"
a certain result when the real risk is not your inability to give
assurance, but the underlying situation. Please revise to
eliminate
this and similar language.
8. Please consider adding a risk factor about the extensive amount
of
business you do with affiliates.
We depend on key personnel and they would be difficult to replace
- -
page 16
9. You mention that the loss of "other members" of your senior
management team would have a material adverse effect on your
business. The loss of all members of senior management teams
could
have a material adverse effect on business. Please identify only
those members whose loss would have a material adverse effect on
business.
Many of the financial services that we provide are subject to
extensive rules and...- page 22
10. Consider including in your description that regulatory
authorities may prohibit gambling and gaming activities altogether
(not just issuing rules that impair cash access services).
If consumer privacy laws change, or if we are required to change
our
business...- page 23
11. We note your description of risks associated with privacy
legislation. Consider describing the risks from disseminating
non-
public personal information to the public such as the recent
situations in which some companies that collect and retain
personal
information inadvertently disclosed such information to the
public.
We note that you use Internet-based products (QCP Web, etc.).
Dilution page 31
12. In the footnotes to the table, please give effect to the
information about outstanding options you currently exclude.
13. Please include the table comparing the effective cash
contribution of insiders and the public required by Item 506 of
Regulation S-K.
Management`s Discussion and Analysis of Financial Condition and
Results of ...- page 36
14. Given the impact of the substantial change in your financial
condition over the past fiscal year, please describe the increase
in
such items as the deferred income taxes (almost half of your
assets)
and the fact that you now have an accumulated deficit and a
deficiency in shareholders` capital. Refer to Item 303 of
Regulation
S-K regarding financial condition.
Overview - page 36
15. The discussion and analysis of known trends, demands,
commitments, events and uncertainties help in an understanding a
company`s performance. Please provide your assessment regarding
any
trends, demands or uncertainties concerning your results of
operation, financial condition or cash flows. Refer to III.B.3 of
Release Number 33-8350 regarding MD&A, dated December 29, 2003.
Business - page 49
Competitive Strengths - Industry Leader - page 51
16. You state throughout the registration statement that you have
a
leading market share. Please describe what percentage of the
market
you control compared with your competitors which are discussed on
page 62.
Our Business - page 53
17. Consider disclosing or referring the reader to where in the
registration statement (e.g., Note 12 on page F-26) you discuss
the
percentage revenues and income and market share according to your
business segments or products.
Senior Subordinated Notes Offering - page 86
18. Please state how much you paid Banc of America Securities for
the
offering.
Senior Secured Credit Facilities-page 86
19. Please state the terms of the loans.
Principal and Selling Shareholders - page 92
20. Please disclose whether or not any of your selling
shareholders
is a registered broker-dealer, e.g., Bank of America Corporation,
or
an affiliate of a broker-dealer.
21. Please identify the three members of the investment committee
of
Summit Master.
22. For all entities that are not public companies, please
identify
the natural persons who are the beneficial owners.
Description of Guarantee - page 100
23. Consider including in your section on risk factors that, upon
consummation of this offering, your guaranty of Global Cash
Access,
Inc.`s obligations under the senior subordinated notes will
increase
your credit risk.
Item 17. Undertakings - page II-3
24. Please identify "commission" as the SEC or the Securities and
Exchange Commission.
Exhibit 5.1
25. The last sentence in the second paragraph is inappropriate;
please delete it.
26. Please confirm supplementally or amend your opinion to make
clear
that it covers judicial decisions on Delaware corporate law as
well.
* * *
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 by showing deleted
sections as strikethrough and added sections as underlining.
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 direct your attention to Rules 460 and 461 regarding
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.
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
* if the Commission or the staff, acting pursuant to delegated
authority, declares 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 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.
You may contact Paul Cline at (202) 942-1782 (or (202) 551-
3581
after April 29, 2005) if you have questions regarding comments on
the
financial statements and related matters. Please contact Tim
Geishecker at (202) 824-5301 (or (202) 551-3422 after April 29,
2005)
or me at (202) 942-2889 (or (202) 551-3698 after April 29, 2005)
with
any other questions.
Sincerely,
Mark Webb
Legal Branch Chief
cc: Paul L. Lion, III, Esq.
Justin L. Bastian, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304-1018