January 7, 2021
Via Email
James M. Turner
Sichenzia Ross Ferrence LLP
1188 Avenue of the Americas, 37th Floor
New York, NY 10036
Re: CCUR Holdings, Inc.
PRE 14C filed December 23, 2020
File No. 1-37706
Schedule 13E-3 filed December 28, 2020
Filed by JDS1, LLC et al.
File No. 5-36889
Dear Mr. Turner:
The Office of Mergers and Acquisitions has conducted a limited review
of the filings
listed above. We have limited our review of your information statement and
Schedule 13E-3 to
those issues we have addressed in the comments below. In some of our comments,
we may ask
you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your filings, providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filings and the information you
provide in
response to these comments, we may have additional comments.
Schedule 14C filed December 23, 2020 - General
1. In addition to JDS1, Inc., you have included other Company affiliates as
individual filing
persons on the Schedule 13E-3. All of the disclosure required by the
Schedule must be
provided as to each filing person. For example, the individual directors
listed as filers
must provide the fairness determination required by Schedule 13E-3, or
adopt the
analysis and conclusion of another filing person.
James M. Turner, Esq.
Sichenzia Ross Ferrence LLP
January 7, 2021
Page 2
Summary Term Sheet Interests of the Company s Directors, Executive
Officers and Affiliates
in the Reverse Stock Split, page 7
2. Here or in a separate section of the Summary Term Sheet, identify the
Consenting
Stockholders who own 52% of the Company s outstanding common shares and
provided
consents to effect the Reverse Stock Split without the approval of
shareholders.
3. In the first bullet point in this subsection, include the percentage
ownership stakes held
by the respective affiliates listed, and provide their before and after
ownership interests
after the Reverse Stock Split. In addition, revise to specifically note
that the collective
ownership of the parties engaged in this going private transaction will
go from a minority
to a majority of the outstanding shares in CCUR Holdings.
4. Detail the business relationship between JDS1, Inc. and the Company
described on page
40 of the information statement.
Reports, Opinions and Appraisals, page 7
5. File the ValueScope, Inc. report dated December 21, 2020, along with any
other written
materials, such as board books or slides, provided by ValueScope to
the Company or
any of the filing persons. See Item 1016 of Regulation M-A. Please allow
sufficient time
for staff review after filing.
Special Factors Background of the Reverse Stock Split, page 15
6. In the last paragraph of this section on page 17, expand the disclosure
to address the
events leading up to the Company obtaining consents from the holders of
52.0% of the
Company s outstanding common stock. See our comment above asking you to
identify
the stockholder(s) from whom such consents were received. This section
should explain
any role of such stockholders in formulating the plan to take the Company
private or in
planning and structuring the Reverse Stock Split.
Reasons for the Reverse Stock Split, page 17
7. State the reasons for the timing of the Reverse Stock Split. We note that
the reasons that
it is being undertaken, such as the costs of being a public company, have
existed for some
time.
Factors Considered by the Board and Company Affiliates as to the Fairness of
the Reverse Stock
Split, page 18
8. Refer to the paragraph after the bullet points on page 19 where you
state that the Board
concluded that the valuation in the ValueScope report was the most
appropriate valuation
for the common shares. Revise to note whether JDS1 also made the same
determination.
In addition, as to both parties, expand to explain the reasons for this
determination, in
light of the other valuation metrics considered and listed on page 19.
James M. Turner, Esq.
Sichenzia Ross Ferrence LLP
January 7, 2021
Page 3
9. Discuss how the Company and other filing persons considered the high bid
prices for the
common shares for the first two quarters of fiscal 2021 in assessing
fairness which are
significantly higher than the price per share being paid in the Reverse
Stock Split.
Position of the Company Regarding the Fairness of the Reverse Stock Split, page
22
10. This section addresses only the Company s opinion as to substantive
fairness, but not the
opinion of JDS1, Inc., although that entity s opinion as to procedural
safeguards appears
in the last paragraph in this section. As a filer on the Schedule 13E-3,
JDS1 must express
an opinion as to the fairness of the Reverse Stock Split on unaffiliated
shareholders.
Reports, Opinions and Appraisals, page 24
11. The bullet points on page 24 reference information about the prospects
of the Company
going forward that was provided to ValueScope by the Company. To the
extent it
received non-public projections used in its analysis of fairness, the
projections must be
included in the information statement. Please revise or advise.
12. Refer to page 25. Clarify what observations ValueScope used to
arrive at the $3.06
price per share. We note that the chart on page 25 includes more than
three price points.
13. In the first paragraph after the chart on page 25, identify the
publicly-traded companies to
which ValueScope compared the Company and explain why they were chosen.
14. Refer to the last sentence on page 25. Explain how, given the valuation
metrics detailed
in this section, ValueScope arrived at the $3.06 per share valuation.
Effects of the Reverse Stock Split on Unaffiliated Stockholders Who Hold Fewer
than 3,000
Shares of the Company s Common Stock in a Single Account, page 26
15. In an appropriate part of the information statement, explain whether it
will matter for
purposes of treatment in the Reverse Stock Split whether a shareholder
holds in record or
street name. That is, where a shareholder is a beneficial owner but
holds shares through a
financial intermediary such as a broker, and that intermediary owns
other shares in the
Company on behalf of other clients, explain how this will effect that
shareholder s
treatment in the Reverse Stock Split.
Conduct of the Company s Business and Operations After the Reverse Stock
Split, page 28
16. In the second paragraph after the chart on page 25, you state that the
Company advised
ValueScope that it ultimately plans to convert its marketable
investments into capital for
a new business venture. Please revise to describe this contemplated
new business
venture and when the Company intends to pursue it.
Management Agreement, page 40
James M. Turner, Esq.
Sichenzia Ross Ferrence LLP
January 7, 2021
Page 4
17. See our comment above. The information disclosed here regarding the
financial
relationship between JDS1 and the Company should be disclosed earlier in
the
information statement, where you discuss the interests of engaged
affiliates not shared by
other shareholders.
We remind you that the Company and other filing persons on the Schedule
13E-3 are
responsible for the accuracy and adequacy of their disclosures in both filings,
notwithstanding
any review, comments, action or absence of action by the staff.
Please contact me at 202-551-3263 with any questions.
Sincerely,
/s/ Christina Chalk
Christina Chalk
Senior Special
Counsel
Office of Mergers &
Acquisitions