SEC – ‘UPLOAD’ from 12/30/19 re: Craft Brew Alliance, Inc. – ‘TEXT-EXTRACT’

On:  Monday, 12/30/19, at 8:36am ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  3/25/20   ·   Accession #:  0-19-16823

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF    181K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      6±    24K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                 UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

DIVISION OF                                                             
CORPORATION FINANCE                                                             

                                                         December 27, 2019

Andrew J. Thomas                                                                
Chief Executive Officer                                                         
Craft Brew Alliance, Inc.                                                       
929 North Russell Street                                                        
Portland, OR 97227-1733                                                         

Re:     Craft Brew Alliance, Inc.                               
          PREM14A preliminary merger proxy statement on Schedule 14A
File No. 000-26542                              
               Filed on December 20, 2019 by Craft Brew Alliance, Inc., et al.
Schedule 13E-3                                  
              Filed on December 20, 2019 by Craft Brew Alliance, Inc. et al.
File No. 005-49527                              

Dear Mr. Thomas,                                                                

We have reviewed the above-captioned filings, and have the following  
comments. Some                                                                  
comments may ask for additional information so that we may better understand    
the disclosure.                                                                 

Please respond to this letter by amending the filings and/or by   
providing the requested                                                         
information. After reviewing any amendment to the filings and any information   
provided in                                                                     
response to these comments, we may have additional comments.                    

If you do not believe our comments apply to your facts and        
circumstances, and/or do not                                                    
believe an amendment is appropriate, please tell us why in a written response.  
Schedule 13E-3                                                                  

Item 13                                                                         

1. Financial information has been incorporated by reference into Item 13 of     
Schedule 13E-3                                                                  
 from the issuer's proxy statement which in turn incorporates financial data
by reference from                                                               
 periodic reports. Under General Instruction F of Schedule 13E-3, an express
reference must                                                                  
be made to a document that explicitly contains the required information.  
Under Item                                                                      
  16(a)(5) of Schedule 13E-3, the document from which the information has been
so                                                                              
 incorporated also must be filed as an exhibit. The reference to "a copy" in
General                                                                         
Instruction F is only intended to mean the substantive content of         
information so incorporated                                                     
as distinguished from the controlling requirement to identify the         
information so incorporated                                                     
as an entry on the exhibit list. Accordingly, please revise the exhibit   
list, or advise.                                                                
Andrew J. Thomas                                                              
Craft Brew Alliance, Inc.                                                       
December 27, 2019                                                               
Page 2                                                                          

Exhibit (a)(1) | Proxy Statement                                                
2. The first page of the proxy statement, as defined in Rule 14a-1(g)  and      
distinguished from                                                              
the Notice or any letter to shareholders  must be marked as preliminary.  
Given that a                                                                    
preliminary proxy statement may be lawfully disseminated under Rule       
14a-3(a), please                                                                
revise. Please also include the prophylactic statement regarding the fact 
the form of proxy is                                                            
only a preliminary copy on the draft proxy card. See Rule 14a-6(e)(1) of  
Regulation 14A.                                                                 

3. Rule 14a-6(d) and Item 1(b) of Schedule 14A together require that the        
approximate date upon                                                           
which the proxy statement will be mailed to shareholders be placed on the 
first page of the                                                               
proxy statement. Although an attempt to include this date has been made   
between the                                                                     
  shareholder letter and Notice, both of which documents are outside the scope
of the Rule                                                                     
14a-1(g) definition of proxy statement and otherwise not identified within
Rule 14a-101.                                                                   
Please revise the proxy statement, as defined, to include this required   
information.                                                                    

4. The legend required by Rule 13e-3(e)(1)(iii) is required to appear on the    
outside front cover                                                             
page of the disclosure document that must be distributed to unaffiliated  
security holders                                                                
  under the federal securities laws. As neither the letter to shareholders nor
Notice are required                                                             
 disclosures under the federal securities laws, please revise the submission
to ensure that the                                                              
legend appears on the outside front cover page of a federally-mandated    
disclosure document.                                                            

Reasons for the Merger; Recommendation of the Board; Fairness of the Merger,    
page 23                                                                         
5. Please revise to consistently state, if true, that the Board produced the    
fairness determination                                                          
on behalf of the issuer. Item 8 of Schedule 13E-3 and corresponding Item  
1014(a) of                                                                      
Regulation M-A apply to the subject company of the proposed transaction as
distinguished                                                                   
from the Board. The term "subject company" is defined in Item 1000(f) of  
Regulation M-A.                                                                 

6. Notwithstanding the fact the Board's fairness determination was directed at  
CBA's                                                                           
"shareholders", please revise to expressly state whether CBA reasonably   
believes that the                                                               
proposed transaction is fair or unfair to unaffiliated security holders as
defined at Rule 13e-                                                            
3(a)(4) and as required by Item 8 of Schedule 13E-3 and Item 1014(a) of   
Regulation M-A.                                                                 

7. Please revise to indicate, if true, that a specific going concern value was  
not calculated by the                                                           
Committee, and thus not considered by the Board and ultimately the issuer,
when making its                                                                 
fairness determination. Refer to Instruction 2(iv) of Item 1014 of        
Regulation M-A and                                                              
 Questions and Answers 20-21 in Exchange Act Release 17719 (April 13, 1981).

8. Officers and Directors of CBA are considered by us to be affiliates of CBA.  
Notwithstanding the existence of disclosure regarding the required vote   
needed to approve                                                               
the proposed Rule 13e-3 transaction, including the exclusion of "Parent or
any of its                                                                      
  affiliates," please revise to specifically state whether the transaction has
been structured so                                                              
that approval of at least a majority of unaffiliated security holders is  
required. See Item                                                              
1014(c) of Regulation M-A and General Instruction E of Schedule 13E-3.    
Andrew J. Thomas                                                              
Craft Brew Alliance, Inc.                                                       
December 27, 2019                                                               
Page 3                                                                          

9. Notwithstanding the existence of the special committee, please disclose, if  
true, that an                                                                   
unaffiliated representative was not "retained" to act solely on behalf of 
unaffiliated security                                                           
holders for purposes of negotiating the transaction, or advise. See Item  
1014(d) of                                                                      
Regulation M-A and General Instruction E of Schedule 13E-3 that requires  
negative                                                                        
responses to Item 8 of Schedule 13E-3 to be expressly stated.             

Positions of the A-B Parties as to the Fairness of the Merger, page 29          
10. Notwithstanding the belief expressed "that the trading price of the shares  
of CBA common                                                                   
stock represents the best available indicator of the Company's going    
concern value...", please                                                       
revise the fairness determination to clarify and specifically address   
whether or not a going                                                          
   concern value was calculated and considered. See Item 1014(b) of Regulation
M-A,                                                                            
Instruction 2 thereto, and General Instruction E of Schedule 13E-3.     

Certain Effects of the Merger, page 43                                          
11. Given that CBA, as a privately-held entity, will be relieved of many of the 
expenses, burdens                                                               
and constraints imposed on companies that are subject to the public     
reporting requirements                                                          
under the federal securities laws of the United States, including the   
Exchange Act and                                                                
Sarbanes-Oxley Act of 2002, please revise to quantify the annual savings
that are expected to                                                            
  be received and identify the constituency that will become the beneficiary
of such savings.                                                                
   See Item 1013(d) of Regulation M-A and corresponding Instruction 2 thereto.

12. CBA suffered net operating losses in the fiscal year ended December 31,     
2016, as well as the                                                            
nine months ended September 30, 2019. To the extent net operating losses
exist, or are                                                                   
   anticipated to exist before the date a definitive proxy statement is filed,
please specify the                                                              
constituency expected to become the beneficiary of CBA's and/or its     
successor's future use                                                          
of any net operating loss carryforwards. Please quantify that benefit to
the extent practicable.                                                         
See Instruction 2 to Item 1013(d) of Regulation M-A.                    

Unaudited Prospective Financial Information of CBA, page 46                     
13. Please refer to the following statement: "Neither CBA nor its financial     
advisor assumes any                                                             
responsibility for the validity [or] accuracy [ ] of the projections."  
While disclosure                                                                
   regarding the limitations of projections in not objectionable, stating that
no responsibility                                                               
exists for their "validity" or "accuracy" is factually and legally      
incorrect. Please revise.                                                       

Selected Historical Financial Data, page 103                                    
14. Given that financial statements have been incorporated by reference in      
order to fulfill CBA's                                                          
   disclosure obligations partly due to the application of Item 13 of Schedule
13E-3,                                                                          
   summarized financial information must be included pursuant to Instruction 1
thereto. This                                                                   
summarized financial information should have been prepared in accordance
with Item                                                                       
1010(c) of Regulation M-A. At present, however, it appears as though not
all of the                                                                      
   information required by Item 1010(c)(1) has been provided. Please revise or
advise.                                                                         
Andrew J. Thomas                                                              
Craft Brew Alliance, Inc.                                                       
December 27, 2019                                                               
Page 4                                                                          

Exhibit (c)(1) | Disclaimer by Goldman Sachs & Co. LLC                          
15. The introductory legend explains that written consent is needed as a        
prerequisite to the                                                             
  inclusion of any Goldman Sachs materials. Please include disclosure in the
associated proxy                                                                
statement and/or these exhibits to remove the implication that security 
holders are precluded                                                           
from being eligible to rely upon these disclosures by affirmatively     
stating, if true, that                                                          
  Goldman Sachs consents to the inclusion of such materials in these filings
and security                                                                    
 holders may rely upon such information without limitation. Alternatively,
provide the                                                                     
 disclosures recommended by the Division of Corporation Finance accessible
via the                                                                         
following link as being necessary to clarify security holders' right to 
rely on such materials.                                                         
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm     

Exhibit (c)(3) | Disclaimer by Lazard Freres & Co.. LLC                         

16. The disclaimer indicates that "[t]hese materials and the information        
contained herein are                                                            
 confidential and may not be disclosed publicly or made available to third
parties without the                                                             
prior written consent of Lazard..." Please include disclosure in the    
associated proxy                                                                
statement and/or these exhibits to remove the implication that security 
holders are precluded                                                           
from being eligible to rely upon these disclosures by affirmatively     
stating, if true, that Lazard                                                   
 consents to the inclusion of such materials in these filings and security
holders may rely upon                                                           
   such information without limitation. Alternatively, provide the disclosures
recommended by                                                                  
the Division of Corporation Finance accessible via the following link as
being necessary to                                                              
clarify security holders' right to rely on such materials.              
http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm     

      We remind you that the filing persons are responsible for the accuracy
and adequacy of                                                                 
their disclosures, notwithstanding any review, comments, action or absence of   
action by the staff.                                                            

You may contact me at (202) 551-3266 with any questions.        

                                                      Sincerely,

                                                           /s/ Nicholas P.
Panos                                                                           

                                                             Nicholas P. Panos
                                                          Senior Special
Counsel                                                                         
                                                             Office of Mergers
& Acquisitions                                                                  

cc: Mark Gordon, Esq.                                                           
Frank J. Aquila, Esq.                                                           
George J. Sampas, Esq.                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		3/25/20		CORRESP,  UPLOAD
Filed on:		12/30/19		UPLOAD
		12/27/19		UPLOAD
		12/20/19		PREM14A,  SC 13E3,  UPLOAD
		9/30/19		10-Q,  UPLOAD
		12/31/16		10-K
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/20/19  Craft Brew Alliance, Inc.         PREM14A    12/20/19    1:1.4M                                   Toppan Merrill-FA