June 16, 2005
Mail Stop 4569
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.
Registration Statement on Form S-1
Filed on May 26, 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
information so we may better understand your disclosure. After
reviewing this information, we may 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 any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Risk Factors, page 9
Certain providers upon whom we are dependent are under common
control
with M&C..., page 15
1. We note your response to prior comment number 8. In addition
to
providers, please include all entities upon which you depend,
including customers or suppliers, and disclose those entities
which
are affiliates. Refer to Rule 405. Also, refer the investor to
the
section where you discuss "Certain Relationships and Related
Transactions."
Certain Relationships and Related Transactions, page 90
2. As previously requested, please state the terms of the Senior
Secured Credit Facilities. By "terms," we mean financial terms.
Principal and Selling Stockholders, page 103
3. We note your response to prior comment number 20. As
previously
requested, please identify the selling shareholders that are
affiliates of broker-dealers, and, if true, include in the filing
the
last sentence of your response.
Principal and Selling Stockholders, pages 104-5
4. We note your response to prior comment number 21; however, we
did
not see you disclose the natural persons requested by the comment.
Please revise to state the identity of the natural persons.
5. As previously requested, for all persons that are not public
companies (or subsidiaries of public companies), please identify
the
natural persons who are the beneficial owners.
Exhibit 5.1
6. We do not see that your legal opinion covers the judicial
decisions on Delaware corporate law. Please revise.
7. Please delete the phrase "and in accordance with the resolution
adopted by the Board of Directors of the Company."
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 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 filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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 staff comments and the declaration
of
effectiveness 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 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 Paul Cline at (202) 551-3581 if you have
questions regarding comments on the financial statements and
related
matters. Please contact Tim Geishecker at (202) 551-3422 or me at
(202) 551-3698 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