[PIKE LOGO]
July 22, 2005
Pamela A. Long
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Pike Electric Corporation
Form S-1 filed April 18, 2005
File No. 333-124117
Dear Ms. Long:
Concurrently with this letter, Pike Electric Corporation is
electronically transmitting Amendment No. 4 to the Registration Statement on
Form S-1 ("Amendment No. 4") for filing under the Securities Act of 1933, as
amended (the "Act"). Amendment No. 4 is marked to show changes from Amendment
No. 3 to the Registration Statement on Form S-1 and reflects revisions made in
response to the comments of the staff (the "Staff") of the Division of
Corporation Finance of the Securities and Exchange Commission (the "Commission")
in your comment letter dated July 22, 2005 (the "Comment Letter").
The numbered paragraphs and headings below correspond to the
headings set forth in the Comment Letter. The Staff's comments are set forth in
italics below followed by the Company's responses. The page numbers in the
italic captions refer to pages in Amendment No. 3 to the Registration Statement.
The page numbers in the responses of the Company refer to pages in the
prospectus contained within Amendment No. 4 (the "Prospectus").
We are sending you by messenger hard copies of Amendment No. 4
(clean and marked).
General
1. We note your response to comment 1 of our letter dated June 7, 2005. In
addition, we note your discussion on page 43 of the independent
third-party valuation you obtained in May 2005. Please file the consent of
your appraiser in accordance with Section 436(a) of Regulation C.
A consent from Appraisal Economics Inc., the appraiser for the third-party
valuation obtained in May 2005, is filed as Exhibit 23.5 to Amendment No.
4.
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Risk Factors, page 12
A significant stockholder controls the direction of our business . . ., page 20
2. Please revise your disclosure to state the percentage ownership of
management and its affiliates, excluding Lindsay Goldberg & Bessemer and
its affiliates, if the underwriters exercise their over-allotment option
in full. Alternatively, please explain to us why you deleted this
disclosure.
The percentage ownership of management and its affiliates, excluding
Lindsay Goldberg & Bessemer and its affiliates, is 10.7% whether or not
the underwriters exercise their over-allotment option. We have revised the
Prospectus to clarify. Please see page 20 of the Prospectus.
Management's Discussion and Analysis . . ., page 36
Operational Factors, page 36
3. Please clarify the meaning of "revenue-generating employees" in the first
bullet point on page 37.
We have revised the Prospectus in response to the Staff's comments. Please
see page 37 of the Prospectus.
Employment Agreements, page 78
4. Have you agreed to amend Mr. Pike's employment agreement in writing? If
so, please file a copy with your amended filing.
Mr. Pike's amended and restated employment agreement is filed as Exhibit
10.9 to Amendment No. 4.
Stock Incentive Plans, page 79
5. Please file as an exhibit a copy of the 2005 Omnibus Compensation Plan.
The 2005 Omnibus Incentive Compensation Plan is filed as Exhibit 10.15 to
Amendment No. 4.
Item 15. Recent Sales of Unregistered Securities
6. Please include the securities you issued pursuant to the reincorporation
in Delaware.
We have revised the registration statement in response to the Staff's
comments. Please see page II-4 of Amendment No. 4.
Exhibits
7. Please file the consents of all persons to be named as directors upon
completion of this offering, as required by Rule 438 of Regulation C and
Instruction 2 to Item 401(a) of Regulation S-K.
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Consents of those persons who will be directors upon completion of this
offering are filed as Exhibits 23.6, 23.7, 23.8, 23.9 and 23.10 of
Amendment No. 4.
Exhibit 1.1
8. We note the company's representation concerning Cuba in Section 3(hh).
Please tell us what business, if any, the company does with the government
of Cuba or any person or affiliate located in Cuba. We may have further
comment based on your response.
We do not currently do business with the government of Cuba or with any
person or affiliate located in Cuba. The representation contained in
Section 3(hh) of the Underwriting Agreement is standard in underwriting
agreements.
Exhibit 21.1
9. We note some discrepancies among your list of subsidiaries here and the
names of your subsidiaries as stated in your notes to the consolidated
financial statements. In addition, we note additional entities in your
Second Amendment to the Amended and Restated Credit Agreement. Please
confirm to us that this exhibit is correct or revise.
In response to the Staff's comment, Exhibit 21.1 has been revised to
correctly refer to Pike Equipment and Supply Company, a North Carolina
subsidiary. The discrepancies between Exhibit 21.1 and the entities party
to the Second Amendment to the Amended and Restated Credit Agreement are
due to the fact that (i) Red Simpson, Inc. has been renamed Red Simpson,
LLC and (ii) Akerman Foundation Drilling, Inc. and Industrial Electrical
Corporation of Texas, Inc. are immaterial subsidiaries which we plan to
dissolve. Gillette Electric Construction, Inc. is not mentioned in the
notes to the consolidated financial statements because it is not a
material subsidiary.
Concurrently with filing Amendment No. 4, we have submitted a request for
acceleration of effectiveness of our Registration Statement. We very much
appreciate the Staff's efforts to meet our timetable. In response to the
Staff's requests, we hereby acknowledge 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 us from our full responsibility for the adequacy
of the disclosure in the filing; and
- we 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.
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The Company believes that the information contained in this letter,
together with the revised disclosures in Amendment No. 4, is responsive to the
Staff's comments in your Comment Letter.
Please call our attorneys at Cravath, Swaine & Moore LLP -- specifically
W. Clayton Johnson at (212) 474-1160 or Sarah S. Jones at (212) 474-1365 -- if
you have any questions regarding this submission.
Very truly yours,
/s/ Mark Castaneda
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Mark Castaneda
Chief Financial Officer
cc: (w/encl.)
Patricia Armelin
Anne McConnell
Matt Franker
Lesli Sheppard
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
W. Clayton Johnson, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019