0001193125-16-683223.txt : 20161003 0001193125-16-683223.hdr.sgml : 20161003 20160816170502 ACCESSION NUMBER: 0001193125-16-683223 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMPI INC CENTRAL INDEX KEY: 0000317032 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 411310335 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 599 CARDIGAN ROAD CITY: ST. PAUL STATE: MN ZIP: 55126 BUSINESS PHONE: 6514159000 MAIL ADDRESS: STREET 1: 599 CARDIGAN ROAD CITY: ST. PAUL STATE: MN ZIP: 55126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DJO, LLC CENTRAL INDEX KEY: 0001094052 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 522165554 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: 7607271280 MAIL ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 FORMER COMPANY: FORMER CONFORMED NAME: DJ ORTHOPEDICS LLC DATE OF NAME CHANGE: 19990830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Encore Medical Partners, LLC. CENTRAL INDEX KEY: 0001313130 IRS NUMBER: 200295933 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 9800 METRIC BLVD CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 512 832-9500 MAIL ADDRESS: STREET 1: 9800 METRIC BLVD CITY: AUSTIN STATE: TX ZIP: 78758 FORMER COMPANY: FORMER CONFORMED NAME: Encore Medical Partners, Inc. DATE OF NAME CHANGE: 20041230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Encore Medical, L.P. CENTRAL INDEX KEY: 0001313131 IRS NUMBER: 742863979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 9800 METRIC BLVD CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 512 832-9500 MAIL ADDRESS: STREET 1: 9800 METRIC BLVD CITY: AUSTIN STATE: TX ZIP: 78758 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DJO Finance CORP CENTRAL INDEX KEY: 0001395315 IRS NUMBER: 205653825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: 760-727-1280 MAIL ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 FORMER COMPANY: FORMER CONFORMED NAME: ReAble Therapeutics Finance Corp DATE OF NAME CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DJO Finance LLC CENTRAL INDEX KEY: 0001395317 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 205653965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: 760-727-1280 MAIL ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 FORMER COMPANY: FORMER CONFORMED NAME: ReAble Therapeutics Finance LLC DATE OF NAME CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Elastic Therapy, LLC CENTRAL INDEX KEY: 0001528672 IRS NUMBER: 561645508 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760) 727-1280 MAIL ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rikco International, LLC CENTRAL INDEX KEY: 0001528673 IRS NUMBER: 300021597 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760) 727-1280 MAIL ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Encore Medical GP, LLC CENTRAL INDEX KEY: 0001313129 IRS NUMBER: 743020852 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 9800 METRIC BLVD CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 512 832-9500 MAIL ADDRESS: STREET 1: 9800 METRIC BLVD CITY: AUSTIN STATE: TX ZIP: 78758 FORMER COMPANY: FORMER CONFORMED NAME: Encore Medical GP, Inc. DATE OF NAME CHANGE: 20041230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DJO Consumer, LLC CENTRAL INDEX KEY: 0001682109 IRS NUMBER: 464345673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: (760)727-1280 MAIL ADDRESS: STREET 1: 1430 DECISION STREET CITY: VISTA STATE: CA ZIP: 92081 CORRESP 1 filename1.htm CORRESP

DJO Finance LLC

1430 Decision Street

Vista, CA 92081

(760) 727-1280

 

VIA EDGAR   August 16, 2016

 

  Re: DJO Finance LLC,

DJO Finance Corporation

and Subsidiary Guarantors

Registration Statement on Form S-4

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Reference is made to the registration statement on Form S-4 (the “S-4 Registration Statement”), together with certain exhibits thereto, of DJO Finance LLC, a Delaware limited liability company, and DJO Finance Corporation, a Delaware corporation (together, the “Issuers”), and the additional registrants listed therein (collectively, the “Guarantors” and, together with the Issuers, the “Registrants”), registering the Issuers’ offer to exchange $298,436,000 aggregate principal amount of their 10.75% Third Lien Notes due 2020 (the “Exchange Notes”) for any and all of their outstanding 10.75% Third Lien Notes due 2020 that were issued on May 7, 2015 (the “Outstanding Notes”), which were offered and sold in reliance upon Rule 144A and Regulation S under the Securities Act. The Outstanding Notes are, and the Exchange Notes will be, guaranteed by the Guarantors, which are also registrants under the S-4 Registration Statement.

The Registrants are registering the exchange offer on the S-4 Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co., Incorporated, available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers.) The Registrants hereby make the following representations to the Staff of the Commission:

1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants’ information and belief without independent investigation, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In this regard, the Registrants will disclose to each person participating in the exchange offer that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. Each Registrant acknowledges that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.

2. No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will disclose to each person participating in the exchange offer (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrants will also include in the letter of transmittal to be executed by each holder participating in the exchange offer that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The filing fee for the S-4 Registration Statement in the amount of $30,052.21 has previously been deposited by wire transfer of same day funds to the Commission’s account at US Bank.

If you have any questions on the above-referenced S-4 Registration Statement, please contact Richard A. Fenyes at (212) 455-2812 or Jonathan Ozner at (212) 455-2632 of Simpson Thacher & Bartlett LLP, counsel to the Registrants.

 

Very truly yours,
/s/ Joseph G. Martinez
Name:   Joseph G. Martinez
Title:   Senior Vice President and Assistant Secretary