200 Crescent Court, Suite 300
Dallas, TX 75201-6950
+1 214 746 7700 tel
+1 214 746 7777 fax
VIA EDGAR
D. Gilbert Friedlander
January 29, 2014
Mr. Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
Re: | CEC Entertainment, Inc. |
Schedule 14D-9 |
Filed January 22, 2014 |
File No. 005-39153 |
Dear Mr. Hindin:
On behalf of our client, CEC Entertainment, Inc. (CEC), we are providing CECs responses to the comments of the Staff of the Division of Corporation Finance (the Staff) of the U.S. Securities and Exchange Commission (the Commission) set forth in your letter, dated January 28, 2014, with respect to CECs Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on January 22, 2014 (the Statement).
Amendment No. 1 (Amendment No. 1) to the Statement is being filed electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering to your attention a hard copy of this letter, along with six copies of Amendment No. 1.
For the Staffs convenience, the text of the Staffs comments is set forth below in bold, followed in each case by CECs response. All references to page numbers in these responses are to the pages of the Statement. Terms not otherwise defined in this letter shall have the meanings set forth in the Statement.
Certain Company Management Projections, page 32
1. | The disclosure in the fourth paragraph on page 32 states that [n]one of Company, Parent, Offeror, any of their respective affiliates or any other person assumes any responsibility for the validity, reasonableness, accuracy or completeness of the Projections described below. You may not disclaim responsibility for your disclosure. Please revise accordingly. |
Mr. Perry J. Hindin U.S. Securities and Exchange Commission January 29, 2014 Page 2 of 2 |
Response: In response to the Staffs comment, CEC has revised the Statement to delete the disclaimer of responsibility.
2. | This section includes non-GAAP financial measures but it appears that the Company has only provided the reconciliation required by Rule 100 of Regulation G as to Adjusted EBITDA for the fiscal year ended December 29, 2013. Please revise to provide the disclosure required by Rule 100 of Regulation G as to the Adjusted EBITDA figures provided in the table on page 33 for each of the years listed. |
Response: In response to the Staffs comment, CEC has revised its disclosure to comply with Rule 100 of Regulation G.
In response to your request, CEC acknowledges that:
| CEC is responsible for the adequacy and accuracy of the disclosure in the filing; |
| Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| CEC may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We hope that the foregoing, and the revisions set forth in Amendment No. 1, have been responsive to the Staffs comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (214) 746-8178 or by email at gil.friedlander@weil.com.
Sincerely, |
/s/ D. Gilbert Friedlander |
D. Gilbert Friedlander |
Enclosures
cc: | Jay A. Young, CEC Entertainment, Inc. |
Steven A. Cohen, Wachtell, Lipton, Rosen & Katz |
Ronald C. Chen, Wachtell, Lipton, Rosen & Katz |