Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Amendment No. 3 to Form S-1 HTML 2.57M
13: COVER ¶ Comment-Response or Cover Letter to the SEC 3 5K
2: EX-3.2 Ex-3.2: Amended and Restated By-Laws 49 187K
3: EX-4.1 Ex-4.1: Specimen Common Share Certificate HTML 20K
6: EX-10.22 Ex-10.22: Property Excess Catastrophe Reinsurance 2± 12K
Contract
7: EX-10.38 Ex-10.38: Amended and Restated 2004 Stock 12 56K
Incentive Plan
8: EX-10.39 Ex-10.39: Form of Rsu Award Agreement 7 28K
9: EX-10.40 Ex-10.40: Amended and Restated 2001 Employee Stock 9 40K
Option Plan
10: EX-10.41 Ex-10.41: Form of Option Grant Notice and Option 4 21K
Agreement
11: EX-10.49 Ex-10.49: Letter Agreement 1 8K
4: EX-10.5 Ex-10.5: Form of Termination Consent 1 9K
5: EX-10.6 Ex-10.6: Registration Rights Agreement 25 101K
12: EX-23.3 Ex-23.3: Consent of Deloitte & Touche 1 8K
Delayed-Release ‘COVER’ — Comment-Response or Cover Letter to the SEC
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June 19, 2006
VIA EDGAR AND FEDERAL EXPRESS
Mr. Jeffrey P. Riedler
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington D.C. 20549
Attention: Mr. Zafar Hasan
RE: ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
AMENDMENT NO. 3 TO REGISTRATION STATEMENT ON FORM S-1
FILE NO. 333-132507
Dear Mr. Riedler:
On behalf of Allied World Assurance Company Holdings, Ltd (formerly
known as Allied World Assurance Holdings, Ltd) (the "Company"), attached hereto
for filing is Amendment No. 3 to the Company's Registration Statement on Form
S-1 (the "Registration Statement"), which has been marked to show the changes
made from Amendment No. 2 to the Registration Statement filed on June 1, 2006.
Set forth below are the Company's responses to the comments of the staff (the
"Staff") of the Securities and Exchange Commission (the "Commission") contained
in your letter, dated June 14, 2006, to Mr. Wesley Dupont, Esq. Page numbers
referred to in our responses refer to page numbers in the Amendment No. 3 to the
Registration Statement.
Amendment No. 2 to Form S-1
Property Segment, page 71
Comparison of Three Months Ended March 31, 2006 and 2005, page 71
Acquisition costs, page 72
1. COMMENT. In addition to your discussion of what caused the negative
acquisitions costs in the current interim period, please include a
discussion of what you expect these costs to be on a go forward
basis given that it appears unlikely that they will remain negative.
RESPONSE: The disclosure on page 75 of Management's Discussion and
Analysis of Financial Condition and Results of Operations has been
revised to include a discussion of the Company's acquisition costs
on a going forward basis.
Unaudited Financial Statements -- March 31, 2006, page F-36
3. New Accounting Pronouncements, page F-40
2. COMMENT. Please explain to us how using the intrinsic value to
determine the amount of the liability associated with the book value
plan described in note 4 does not differ from the fair value
calculation that is required for public entities by SFAS 123R. It
appears to us based on the description in the second paragraph on
page F-43 that you determine this liability based on the intrinsic
value, i.e. the difference between the current book value and the
exercise price.
RESPONSE: The calculation of the warrants and RSU's is based on the
book value of the Company, which as at March 31, 2006 approximated
the fair value of the awards.
The anticipated pricing range for the Company's common stock in the
upcoming offering is estimated between $34 and $37 per share. Using
this expected offering price range, the Company has estimated the
fair value of its warrants and RSU's as follows:
1. The existing book value warrant plan will be modified upon
the Company's IPO, on or about the end of the second quarter.
We have projected through June 30, 2006 the book value per
share at June 30, 2006 and estimated the aggregate fair value
of the awards at $4.7 million. To date, the Company has
recorded aggregate expenses related to these awards of
$6.2 million. Since the estimated fair value of the awards is
less than the expense recorded to date, there would be no
additional expense incurred with the adoption of this method.
2. The Company has also estimated the fair value of the awards
using a Black Scholes option pricing methodology. The
resulting aggregate fair value of the awards is $5.2 million.
Since the estimated fair value of the awards is less than the
expense recorded to date, there would be no additional expense
incurred with the adoption of the Black Scholes method.
Based on the above, the accounting method used by the Company to
record stock based compensation for the three month period ended
March 31, 2006, while based on book value per share, produces a
result that closely approximates the expense that would result from
using fair value for the awards.
The disclosure in Note 3 of the Unaudited Condensed Consolidated
Financial Statements for the three months ended March 31, 2006 and
on page 52 of Management's Discussion and Analysis of Financial
Condition and Results of Operations has been revised to clarify that
the Company has recorded
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compensation expense related to the equity-based plans using book
value per share, which approximated the fair value of the awards as
at March 31, 2006.
Should members of the Commission staff have any questions or require any
additional information, they should call the undersigned at (212) 728-8116,
Cristopher Greer at (212) 728-8214 or Steven A. Seidman of this office at (212)
728-8763.
Very truly yours,
/s/ Matthew A. Lux
Matthew A. Lux
cc: Allied World Assurance Company Holdings, Ltd
The New York Stock Exchange
Wesley D. Dupont, Esq.
Steven A. Seidman, Esq.
Cristopher Greer, Esq.
Lois A. Herzeca, Esq.
Enclosures
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Dates Referenced Herein and Documents Incorporated by Reference
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