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United States securities and exchange commission logo
September 28, 2020
Charlotte MacVane
General Counsel
ATI Intermediate Holdings, LLC
3901 Midway Place NE
Albuquerque, New Mexico 87109
Re: ATI Intermediate
Holdings, LLC
Registration
Statement on Form S-1
Filed September 22,
2020
File No. 333-248969
Dear Ms. MacVane:
We have reviewed your registration statement and have the
following 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-1
Summary Consolidated Financial and Other Data, page 13
1. We note that you now
plan to offer shares of your common stock in this offering and that
you intend to use part
of the net proceeds to repay outstanding principal amounts under
your new first lien
term loan used to fund the special distribution. Please tell us how you
intend to reflect the
number of shares whose proceeds will be used to repay the special
distribution debt in
your pro forma earnings per share information here and throughout the
filing. Provide a
detailed footnote to the tables that shows how you will treat and
compute the number of
shares. Refer to SAB Topic 1.B.3. This comment also applies to
the Selected
Consolidated Financial and Other Data presentation on page 52.
Charlotte MacVane
FirstName LastNameCharlotte MacVane
ATI Intermediate Holdings, LLC
Comapany 28,
September NameATI
2020 Intermediate Holdings, LLC
September
Page 2 28, 2020 Page 2
FirstName LastName
Certain Relationships and Related Party Transactions, page 100
2. Please disclose the information required by Item 404 of Regulation S-K
with respect to
the "special distribution" added to your disclosure.
Signatures, page II-5
3. We note your changes on this page. Please revise to include the
signatures of the
registrant, the principal executive officer, principal financial
officer, principal accounting
officer or controller and at least a majority of your board of
directors.
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.
You may contact Beverly Singleton at 202-551-3328 or Martin James at
202-551-3671 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Michael Kim