12670 High Bluff Drive | ||||
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Milan |
January 3, 2018
BY EDGAR
Mr. John Dana Brown
Attorney Advisor
Office of Transportation and Leisure
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549
Re: | Golden Entertainment, Inc. |
Registration Statement on Form S-3 |
Filed November 15, 2017 |
File No. 333-221590 |
Dear Mr. Brown:
We are in receipt of the Staffs letter dated December 11, 2017 with respect to the Form S-3 referenced above (the Form S-3) filed with the Commission on November 15, 2017. We are responding to the Staffs comments on behalf of Golden Entertainment, Inc. (the Company) as set forth below.
For ease of reference, we have set forth the Staffs comments and the Companys responses below.
General
1. | You filed a Form 8-K on October 23, 2017 indicating that you intend to file by amendment the historical financial statements and pro forma financial information of American Casino & Entertainment Properties, LLC not later than 71 calendar days after the date the Form 8-K was required to be filed. Please tell us what the significance of these acquisitions will be to your business for purposes of Rule 3-05(b)(4)(i) of Regulation S-X. In this regard, we note that if an acquisition will be more than 50% significant, you would be required to include or incorporate by reference the information required by Rule 3-05 and Article 11 of Regulation S-X |
January 3, 2018
Page 2
before your registration statement is declared effective. If more than 20% significant but less than or equal to 50% significant, the financial statements need not be included unless the registration statement on Form S-3 is declared effective 75 days or more after the acquisition is consummated. Please see Item 11(b) of Form S-3, Rules 3- 05(a)(1)(i) and 11-01(a)(2) of Regulation S-X. |
The Companys Response:
The significance of the acquisition of American Casino & Entertainment Properties LLC to the Companys business for purposes of Rule 3-05(b)(4)(i) of Regulation S-X will be more than 50% significant. The Company filed the required historical and pro forma financial information for the acquisition by amendment to the original Current Report on Form 8-K (the Amended 8-K) on January 3, 2018 (which is within 71 calendar days after the date the original Current Report on Form 8-K was required to be filed). The Amended 8-K is incorporated by reference into the Form S-3 pursuant to the terms thereof.
Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-5406 or at barry.clarkson@lw.com. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Barry M. Clarkson
Barry M. Clarkson
LATHAM & WATKINS LLP
Enclosure
cc: | Charles Protell, Golden Entertainment, Inc. |