View:
United States securities and exchange commission logo
January 23, 2024
Todd Franklin Watanabe
President and Chief Executive Officer
Arcutis Biotherapeutics, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, CA 91361
Re: Arcutis
Biotherapeutics, Inc.
Schedule TO-I filed
January 16, 2024
File No. 005-91349
Dear Todd Franklin Watanabe:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-I filed January 16, 2024; Offer to Exchange
Conditions of this Offer, page 21
1. We note that you have
included a condition ((c)(i)) that will be triggered by any general
suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the
over-the-counter market. Please revise to explain what would be
considered a limitation
on prices for securities on any national securities exchange or in
the over-the-counter
market, or delete this language. Similarly, in condition (c)(iv), please
revise to explain what
would constitute "any limitation, whether or not mandatory, by any
governmental,
regulatory or administrative agency or authority on, or any event that might
affect, the extension
of credit by banks or other lending institutions in the United States,"
or delete.
2. We note the inclusion
of a condition ((c)(iii)) that will be triggered by "the
commencement or
escalation of a war, armed hostilities or other international or national
crisis directly or
indirectly involving the United States," without any materiality qualifier
on the gravity of such
an event, without requiring any connection between such an event
Todd Franklin Watanabe
Arcutis Biotherapeutics, Inc.
January 23, 2024
Page 2
and the Offer, and without limiting the event to one directly
involving the United States.
The broad wording of this offer condition gives rise to illusory offer
concerns under
Section 14(e) of the Exchange Act and Regulation 14E thereunder.
Please revise to
narrow or qualify this condition, or advise. Similarly, we note that
condition (c)(v)
broadly refers to "any change in the general political, market,
economic or financial
conditions in the United States or abroad that could have a material
adverse effect on the
business, condition (financial or other), operations or prospects of
Arcutis or on the
trading in shares of our Common Stock" (emphasis added). Please revise
to narrow or
qualify this condition, or advise.
Extension of Offer; Termination; Amendment, page 31
3. We note the following disclosure on page 32: "In the case of an
extension, the amendment
must be issued no later than 8:00 a.m. Pacific Time on the next U.S.
business day after the
last previously scheduled or announced Offer Expiration Date." Please
note that under
Rule 14e-1(d), your announcement must be made no later than 9:00 a.m.
Eastern time on
the specified date. 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 direct any questions to David Plattner at 202-551-8094.
FirstName LastNameTodd Franklin Watanabe Sincerely,
Comapany NameArcutis Biotherapeutics, Inc.
Division of
Corporation Finance
January 23, 2024 Page 2 Office of Mergers
and Acquisitions
FirstName LastName