111 Congress Avenue, Suite 1700 Austin, Texas 78701 512.320.9200 Phone 512.320.9292 Fax andrewskurth.com |
September 17, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Mail Stop 4561
RE: | LDR Holding Corporation |
Registration Statement on Form S-1 |
Amendment No. 1 filed on August 29, 2013 |
File No. 333-190829 |
Ladies and Gentlemen:
We are submitting this letter on behalf of our client, LDR Holding Corporation (the Company), in response to certain comments (the Comments) from the staff (the Staff) of the Securities and Exchange Commission (the Commission) received by letter dated September 13, 2013 (the Staff Letter) relating to the above-referenced registration statement (the Registration Statement) and telephone conversations with the Staff regarding the Comments.
For the convenience of the Staff, we have reproduced the Comments in italicized, bold type and followed each Comment with the Companys response.
3. | We note you statement in the spillover paragraph at the top of page 2 that you will be first-to-market. However, you also state that no market for your products currently exists. Given your disclosure that it will take time to develop a market, please tell us whether you are aware of any similar products in your competitors product pipelines that may be expected to hit the market in the future to compete with your new products. |
Response: | The Company respectfully advises the Staff that, to its knowledge, only one competitive two-level cervical disc replacement device is currently in development. Medtronic Prestige LP (Prestige), a Medtronics Spine product, is the only device, other than the Companys Mobi-C cervical disc replacement product, to have completed patient enrollment of a two-level investigational device exemption study (the IDE Study). Since completing patient enrollment of the IDE Study, Medtronic Spine has not made any public announcement on Prestiges status. Accordingly, the Company has no knowledge of, nor can it predict, if or when Medtronic Spine will offer Prestige for sale in the U.S. cervical disc replacement market. |
Austin Beijing Dallas Houston London New York Research Triangle Park The Woodlands Washington, DC
Securities and Exchange Commission
Re: LDR Holding Corporation
September 17, 2013
Page 2
The Offering, page 9
5. | We note your new disclosure regarding the use of $17.5 million in net proceeds to satisfy obligations to the holders of your Series C preferred stock. Please clarify the reasons for this payment and the nature of the obligations as it appears that upon a public offering this conversion is automatic as described on page F-21. |
Response: | The Company respectfully advises the Staff that the Companys Preferred Stock is automatically convertible only upon (i) a firm commitment underwritten public offering by a nationally recognized underwriter pursuant to an effective registration statement under the Securities Act of 1933, as amended, with aggregate gross proceeds to the Company and the selling stockholders therein of at least $50 million at a per share price not less than $23.6251 per share, or (ii) the date specified by the written consent or agreement of (x) the holders of at least 662/3% of the then outstanding shares of Series A Preferred Stock and Series B Preferred Stock, voting together as a single class on an as-converted basis and (y) the holders of at least 662/3% of the then outstanding shares of Series C Preferred Stock. The underwriters have advised the Company that the expected price range for this offering will be below the per share price specified in clause (i) above, so this offering is likely not to result in an automatic conversion of the Companys Preferred Stock to Common Stock unless the Company receives the consents required pursuant to clause (ii) above. |
Based upon the offering price indicated by the underwriters, certain holders of the Companys Series C Preferred Stock indicated that they would not be willing to deliver the consent required in order to effect an automatic conversion of the Companys Preferred Stock to Common Stock in connection with the offering. In order to induce the holders of the Series C Preferred Stock, who also collectively hold more than 662/3% of the Series A Preferred Stock and Series B Preferred Stock, to vote their shares of Preferred Stock in favor of converting all shares of the Companys Preferred Stock into shares of the Companys Common Stock in connection with the offering, the Company and the holders of Series C Preferred Stock entered into a Voting Agreement (the Voting Agreement). The Voting Agreement, as subsequently amended and restated (a copy of which is being supplementally provided to the Staff and will be filed as Exhibit 4.11 to the Registration Statement), provides for an aggregate cash payment of approximately $17.6 million to be paid within 15 days following the consummation of the initial public offering to the holders of the Series C Preferred Stock in the event that the Company requests that such holders vote their shares in favor of the conversion of the Companys Preferred Stock to Common Stock in connection with the offering. The payment will be allocated to the holders of the Series C Preferred Stock on a pro rata basis based on their ownership of Series C Preferred Stock. |
1 | This number has been adjusted to reflected a contemplated 6.75 for 1 reverse stock split that the Company intends to effect prior to the consummation of the offering. |
Securities and Exchange Commission
Re: LDR Holding Corporation
September 17, 2013
Page 3
In order to clarify the disclosure in the Registration Statement with respect to the Voting Agreement, the Company is supplementally providing the Staff with revised disclosure on pages 9 and 157 of the Registration Statement with respect to the Voting Agreement. |
In addition, as discussed with the Staff, certain holders of Series C Preferred Stock have indicated to the Company that they may be interested in purchasing shares of the Companys Common Stock in the initial public offering. This indication of interest is separate from the payment to be made pursuant to the Voting Agreement, although the holders of Series C Preferred Stock that have indicated such an interest are also some of the recipients of the payment to be made pursuant to the Voting Agreement. The Company intends to include disclosure regarding the potential participation by these stockholders in the initial public offering, including the maximum amount that such stockholders may invest in the initial public offering, in the Registration Statement. |
* * *
Please refer any questions to the undersigned at (512) 320-9266. |
Respectfully submitted, |
Andrews Kurth LLP |
/s/ Ted Gilman |
Ted Gilman |
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