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United States securities and exchange commission logo
June 16, 2020
Brian D. Murphy
President and Chief Executive Officer
American Outdoor Brands Spin Co.
18000 North Route Z
Columbia, MO 65202
Re: American Outdoor
Brands Spin Co.
Amendment 1 to
Draft Registration Statement on Form 10
Submitted June 8,
2020
CIK 0001808997
Dear Mr. Murphy:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments we may ask you to provide us
information so that we may
better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe that our comments apply to your facts and
circumstances or do
not believe that an amendment is appropriate, please tell us why in your
response.
After reviewing the information that you provide in response to
these comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment 1 to Draft Registration Statement on Form 10 Submitted June 8,
2020
Our Amended and Restated Bylaws designate Delaware as the exclusive
forum..., page 48
1. We note the "not
intended" language included in response to prior comment 1. As
requested in prior
comment 1, state clearly both in the information statement and the
bylaws filed as Exhibit
3.2 whether the provision applies to actions arising under the
Exchange Act or the
Securities Act. Additionally, refer to prior comment 1, and
provide the requested
disclosure if the provision applies. If the provision does not apply,
refer to prior comment
1, and address the response requested.
Where You Can Find More Information, page 132
2. We note your response
to comment 7. Please revise to remove the qualifying language
Brian D. Murphy
American Outdoor Brands Spin Co.
June 16, 2020
Page 2
such as "we believe" and "generally" from your statement that you have
discussed the
material provisions of the contracts and documents.
Report of Independent Registered Public Accounting Firm, page F-2
3. Please have the auditors address their audit report not only to the
stockholders but also to
the board of directors of Smith & Wesson Brands, Inc. Reference is made
to Rule 2-02 of
Regulation S-X.
Note 1. Background, Basis of Presentation, and Summary of Significant
Accounting Policies
Revenue Recognition, page F-12
4. In your response to prior comment 10, we note your analysis of why you do
not disclose
revenue by your four brand lanes. Consider revising to disclose revenue
by major product
line rather than by brand lane. For example, we note your disclosure on
page 85 that your
outdoor products and accessories encompass hunting, fishing, camping,
shooting, and
personal security and defense products, and you provide several examples
of they types of
products within these categories. Further, you indicate part of the
increase in revenue
from 2018 to 2019 was from electro-optics products and market acceptance
of newly
introduced shooting, hunting, and cutlery products over the past several
years.
You may contact Beverly A. Singleton, Staff Accountant, at (202)
551-3328 or Melissa
Raminpour, Accounting Branch Chief, at (202) 551-3379 if you have questions
regarding
comments on the financial statements and related matters. Please contact Edward
M. Kelly,
Senior Counsel, at (202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202)
551-3454 with
any other questions.
Sincerely,
FirstName LastNameBrian D. Murphy
Division of
Corporation Finance
Comapany NameAmerican Outdoor Brands Spin Co.
Office of
Manufacturing
June 16, 2020 Page 2
cc: Robert S. Kant, Esq.
FirstName LastName