0001140361-19-010675.txt : 20190715 0001140361-19-010675.hdr.sgml : 20190715 20190607161846 ACCESSION NUMBER: 0001140361-19-010675 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IAA Spinco Inc. CENTRAL INDEX KEY: 0001745041 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 831030538 FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: TWO WESTBROOK CORPORATE CENTER STREET 2: 10TH FLOOR CITY: WESTCHESTER STATE: IL ZIP: 60154 BUSINESS PHONE: (708) 492-7000 MAIL ADDRESS: STREET 1: TWO WESTBROOK CORPORATE CENTER STREET 2: 10TH FLOOR CITY: WESTCHESTER STATE: IL ZIP: 60154 FORMER COMPANY: FORMER CONFORMED NAME: IAA Spinco Inc. DATE OF NAME CHANGE: 20180628 CORRESP 1 filename1.htm
 
Skadden, Arps, Slate, Meagher & Flom llp
 
 
FOUR TIMES SQUARE
FIRM/AFFILIATE OFFICES
-----------
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
-----------
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MOSCOW
MUNICH
PARIS
SÃO PAULO
SEOUL
SHANGHAI
SINGAPORE
TOKYO
TORONTO
 
NEW YORK 10036-6522
   
 
   
 
TEL: (212) 735-3000
 
FAX: (212) 735-2000
 
www.skadden.com
   
   
   
   
   
   
   
   
   
   
   
   

 
June 7, 2019

Via EDGAR
Ms. Katherine Bagley
Staff Attorney
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549-3628

 
Re:
IAA Spinco Inc.
   
Amendment No. 4 to Form 10-12B
   
Filed May 10, 2019
   
File No. 001-38580

Dear Ms. Bagley:

On behalf of IAA Spinco Inc. (the “Company”), set forth below is the response to the comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated May 20, 2019 (the “Comment Letter”), relating to Amendment No. 4 to the Company’s registration statement on Form 10 (File No. 001-38580) (the “Registration Statement”) that was filed on May 10, 2019  (“Amendment No. 4”). To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below.

Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 5 to the Registration Statement (“Amendment No. 5”), including as Exhibit 99.1 a revised Information Statement (the “Information Statement”) reflecting the response to the Staff’s comment contained herein and other changes that are intended to update, clarify and render more complete the information contained therein. We have supplementally provided a marked copy of Amendment No. 5 against Amendment No. 4 to facilitate the Staff’s review. References to page numbers and section headings in our responses below refer to page numbers and section headings in the unmarked version of Amendment No. 5.
Ms. Katherine Bagley
U.S. Securities and Exchange Commission
June 7, 2019
Page 2

Exhibit 99.1

Management, page 82

You disclose elsewhere in your registration statement that, after the separation and distribution, certain of your directors and executive officers may have actual or potential conflicts of interest because of their equity ownership in and other continuing relationships with KAR.  Please briefly describe these actual or potential conflicts of interest in this section, considering that you have amended your disclosure to identify your directors and executive officers.

Response: Amendment No. 5 discloses all persons expected to serve as directors and executive officers after the separation and distribution.  As the Company is not aware of any such material actual or potential conflicts of interest between such persons and the Company, the Company has deleted the above-referenced disclosure.

Should any member of the Staff have any questions or comments concerning this filing or the materials submitted herewith, or desire any further information or clarification in respect of the Registration Statement, please do not hesitate to contact me at (212) 735-2573.

 
Sincerely,
   
  /s/ Dwight S. Yoo
 
Dwight S. Yoo

cc:
James P. Hallett, Chairman of the Board and Chief Executive Officer
 
KAR Auction Services, Inc.
   
 
Becca Polak, Chief Legal Officer and Secretary
 
KAR Auction Services, Inc.
   
 
John W. Kett, Chief Executive Officer and President
 
Insurance Auto Auctions, Inc.
   
 
Gregory A. Fernicola
 
Skadden, Arps, Slate, Meagher & Flom LLP