United States securities and exchange commission logo
May 4, 2023
Warren B. Kanders
Chief Executive Officer
Cadre Holdings, Inc.
13386 International Pkwy
Jacksonville, FL 32218
Re: Cadre Holdings,
Inc.
Registration
Statement on Form S-3
Filed April 19,
2023
File No. 333-271328
Dear Warren B. Kanders:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. 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 registration
statement and providing the
requested information. 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 registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1. We refer to the "Table
of Additional Registrants" included on the cover page of the
Registration Statement.
Please note in the table or elsewhere in the prospectus whether
these additional
registrants are wholly-owned or majority-owned subsidiaries of Cadre
Holdings, Inc. To the
extent any of the subsidiaries are not wholly-owned or majority-
owned subsidiaries,
please advise why securities of these subsidiaries are eligible to
registered on Form S-3.
Please refer to General Instruction I.C of Form S-3.
Description of the Guarantees of the Debt Securities, page 5
2. We note that one or
more of your subsidiaries may provide a guarantee of the payment of
the debt securities
registered under the Registration Statement. It does not appear that you
Warren B. Kanders
FirstName LastNameWarren B. Kanders
Cadre Holdings, Inc.
Comapany
May 4, 2023NameCadre Holdings, Inc.
May 4,
Page 2 2023 Page 2
FirstName LastName
have provided separate financial statements with respect to such
subsidiaries guarantors or
summarized financial information of each issuer and guarantor of the
guaranteed debt
securities pursuant to Rule 13-01 of Regulation S-X. Please note that
at the time of its
effectiveness, your Registration Statement must comply with the
disclosure requirements
for subsidiary guarantors set forth in Rules 3-10 and 13-01 of
Regulation S-X. Please
revise your Registration Statement to include such information or tell
us why you believe
such information is not required.
3. We note your disclosure that "[i]f specified in the applicable
prospectus supplement,
certain of [y]our subsidiaries will guarantee the debt securities."
Please clarify, if true, that
(1) the thirteen subsidiaries listed in the Table of Additional
Registrants are the only
subsidiaries that may guarantee the debt securities pursuant to the
registration
statement and (2) the subsidiary guarantees are the only securities of
these additional
registrants being registered pursuant to the Registration Statement.
4. Where you disclose that the guarantees will be joint and several and
full and
unconditional, please also describe any circumstances under which a
guarantor may be
released from its guarantee.
Incorporation of Certain Information by Reference, page 11
5. We note that you have incorporated certain information from your
Definitive Proxy
Statement on Schedule 14A filed with the SEC on April 27, 2022 by
reference into the
prospectus. Please revise this section to incorporate the information
from your latest
Definitive Proxy Statement on Schedule 14A filed with the SEC on April
21, 2023 or
otherwise amend the registration statement to include the Part III
information omitted
from your Annual Report on Form 10-K filed with the SEC on March 15,
2023. In this
regard, we note that your "Incorporation by Reference" section does
not include language
to the effect that all filings filed by the registrant pursuant to the
Exchange Act after "the
date of the initial registration statement and prior to effectiveness
of the registration
statement" shall be deemed to be incorporated by reference into the
prospectus. Please
refer to Securities Act Forms Compliance and Disclosure Interpretation
123.01 and
123.05.
Exhibit 5.1, page II-2
6. We note that in your Exhibit 5.1 opinion, you have assumed that the
"execution, delivery
and performance by each of the Subsidiary Guarantors of the Indenture
and the Subsidiary
Guarantees will not violate the certificate of incorporation,
certificate of formation, by-
laws, limited liability company agreement, as the case may be, of the
Subsidiary
Guarantors or the law of the jurisdiction in which each such
Subsidiary Guarantor was
organized or any other applicable law (excepting the law of the State
of New York and the
federal laws of the United States)." This assumption is not
appropriate with respect to the
Subsidiary Guarantors. Because the Subsidiary Guarantors appear to be
Delaware and
Pennsylvania legal entities, the current carve out for the law of the
State of New York or
Warren B. Kanders
Cadre Holdings, Inc.
May 4, 2023
Page 3
the federal laws of the United States does not exclude the Subsidiary
Guarantors from the
assumptions you are making. Please revise the opinion accordingly.
Additionally, please
revise the opinion to specifically name the Subsidiary Guarantors covered
by the opinion.
7. We refer to the opinion in paragraph five on page 6 of Exhibit 5.1 that
any Offered
Subsidiary Guarantee will be valid and legally binding obligations of
such Subsidiary
Guarantor. We note, however, the statement that counsel is qualified
to practice law in
the State of New York and do[es] not purport to be experts on any law
other than the laws
of the State of New York, the General Corporation Law of the State of
Delaware and the
Federal law of the United States. Please note that in issuing the
binding obligation
opinion with respect to the Subsidiary Guarantors, the opinion must cover
the law of the
jurisdiction under which the applicable legal entity is organized. Given
that one of the
Subsidiary Guarantors appears to be a Pennsylvania corporation, this
opinion needs to
cover certain aspects of the laws of the Commonwealth of Pennsylvania. To
the extent
necessary, counsel may engage local counsel to provide the opinion that
the Subsidiary
Guarantors are validly existing, have the power to create the obligation
and have taken the
required steps to authorize entering into the obligation under the law of
the jurisdiction of
organization. Please refer to Section II.B.1.e. of Staff Legal Opinion 19
(Oct 14, 2011).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Conlon Danberg at 202-551-4466 or Abby Adams at
202-551-6902 with
any questions.
Sincerely,
FirstName LastNameWarren B. Kanders Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NameCadre Holdings, Inc.
Services
May 4, 2023 Page 3
cc: Robert L. Lawrence, Esq.
FirstName LastName