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August 13, 2019
Via E-Mail
F. Mark Reuter
Keating Muething Kiekamp PLL
One East Fourth Street, Suite 1400
Cincinnati, OH 45202
Re: Medpace Holdings, Inc.
Schedule TO-T/A filed August 7, 2019
File No. 5-89605
Dear Mr. Reuter:
The Office of Mergers and Acquisitions has reviewed the filing listed
above. Our
comments follow. All defined terms have the same meaning as in the Offer to
Purchase included
as Exhibit 99(A)(1) to the Schedule TO-T/A.
Please respond to this letter by revising your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.
Schedule TO-T/A filed August 7, 2019
General
1. Given the nature of the comments below and the resulting significant
changes to the
structure and disclosure associated with the offer, we believe it may be
appropriate to
disseminate a revised offer document to Eligible Option holders in the
same manner as
was the original Offer to Purchase. In your response letter, please tell
us how you will
disseminate the amended offer materials.
2. As discussed with you previously, this offer is not eligible to rely on
the "global relief"
letter issued by the Division of Corporation Finance for issuer employee
stock option
exchange offers. See Issuer Exchange Offers Conducted for Compensatory
Purposes
F. Mark Reuter, Esq.
Keating Muething Kiekamp PPL
August 13, 2019
Page 2
(March 21, 2001). Therefore, please revise your offer to fully comply
with the provisions
of Rule 14d-10.
How was the value of each Eligible Option determined?, page 2
3. Explain how you chose the $55.00 reference point in calculating the
amount to be paid
per tendered option, when the most recent trading price of the Company's
common stock
on NASDAQ Global Select Market immediately before this offer commenced
was
$76.70 per share.
U.S Federal Income Tax Consideration, page 6
4. You state that the cash payment for tendered Eligible Options will be
treated as
compensation by the Company and the tendering holder will recognize
ordinary income
reflected on his or her Form W-2 issued by Medpace. In your response
letter, with a
view to further disclosure, explain how this is the case, since the
bidders and not the
Company will make payment for the tendered Eligible Options. See Item 4
of Schedule
TO and Item 1004(a)(1)(xii) of Regulation M-A.
Risk Factors, page 7
5. Revise the first or second risk factors to expressly note that the
reference payment price
of $55.00 per common share is over $21 less than the most recent trading
price of the
common shares underlying these options. While the existing risk factors
hint at possible
risks, we do not believe the immediate existing risk upon tender based on
the most recent
stock trading price is clearly articulated.
Conditions of the Offer, page 13
6. In condition (c)(i), explain what it meant by a "limitation on prices for
securities on any
national securities exchange or in the over-the-counter market."
Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning
Eligible Options, page 16
7. Revise this section to include a discussion of Mr. Troendle's interests
in the offer as a
bidder for the Eligible Options.
Source and Amount of Funds; Status of Eligible Options Tendered in the Offer;
Accounting
Consequences of the Offer, page 16
8. We note that you have revised the offer documents to reflect that Mr.
Troendle and
Medpace Investors LLC rather than the Company are purchasing tendered
Eligible
F. Mark Reuter, Esq.
Keating Muething Kiekamp PPL
August 13, 2019
Page 3
Options. However, the disclosure about the source of funds used to
purchase tendered
securities has not changed from when this offer was filed as an issuer
tender offer. The
bidders in this offer are an individual and a limited liability company
he controls. The
total proceeds needed to purchase tendered Eligible Options exceed
$33,000,000. In
addition, as the offer is currently structured, bidders fall outside the
safe harbor outlined
in Instruction 2 to Item 10 of Schedule TO relating to the need to
provide financial
statements for the bidders in this offer. Please revise this section to
explain in greater
detail the source of the funds to be used to purchase tendered Eligible
Options. In your
response letter, explain why you believe bidders' financial statements
are not material in
the context of this offer.
9. Briefly describe the accounting consequences of the offer. See Item 4 of
Schedule TO
and Item 1004(a)(1)(xi) of Regulation M-A.
Information Concerning Medpace, Medpace Holdings and Medpace Investors, page 18
10. This section should be revised to include all of the disclosure required
by Item 1003(a)-
(c) for each filing person on the Schedule TO and all of the affiliated
persons captured by
General Instruction C to Schedule TO.
11. The disclosure included under Item 5 of the Schedule TO should be
provided in the
disclosure document disseminated to target option holders. See Item
1005(a) and (b) of
Regulation M-A.
12. State the purpose of the offer and the current plans of the bidders with
respect to the
options acquired in this offer. See Item 1006(a)-(c) of Regulation M-A
and Item 6 of
Schedule TO. Your revised disclosure should include a discussion of the
reasons for
structuring the offer in this manner (with a third party, affiliated
bidder) and the impact
13. The information about the interest of the bidders in the subject
securities (including the
underlying common stock) must be included in the disclosure document
disseminated to
shareholders (not just in the Schedule TO). See Item 1008 of Regulation
M-A and Item 8
of Schedule TO. Please revise.
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.
Please contact me at (202) 551- 3263 with any questions about these comments.
Sincerely,
/s/ Christina Chalk
Christina Chalk
F. Mark Reuter, Esq.
Keating Muething Kiekamp PPL
August 13, 2019
Page 4
Senior Special Counsel
Office of Mergers and Acquisitions