SEC-generated letter Trillion Energy International Inc.

UPLOAD [Cover] - SEC-generated letter

Published: 2015-08-12 14:02:33
Submitted: 2015-08-12
filename1.pdf


Mail Stop 4628
                                                             August 11, 2015

Scott C. Larsen
President
Park Place Energy, Inc.
2200 Ross Avenue, Suite 4500E
Dallas, TX 75201

       Re:     Park Place Energy Inc.
               Registration Statement on Form S-4
               Filed July 21, 2015
               File No. 333-205771

Dear Mr. Larsen:

       We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing
the requested information. 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 registration statement and the information
you provide in response to these comments, we may have additional comments.

Comparison of Stockholder Rights Before and After the Reincorporation, page 35

1.     We note that, whereas Section 2.3 of PPEC’s bylaws allows stockholders owning at
       least 20% of the voting power of issued shares to call a special meeting, Provisions
       2.3 and 3.7 of your bylaws limit the right to call a special meeting to your Board, its
       chairperson, and your CEO or President. Please expand your disclosure to describe
       this difference under your new bylaws in the “Comparison of Stockholder Rights”
       section.


Scott C. Larsen
Park Place Energy Inc.
August 11, 2015
Page 2


Where You Can Find Additional Information, page 46

Incorporation by Reference, page 46

2.       It appears you may be ineligible to incorporate by reference certain information that
         Form S-4 requires. Please expand your disclosure to provide the information that
         Item 14 of Form S-4 requires. For guidance, you may refer to General Instruction
         B.1. and Items 10 through 14 of Form S-4.

Exhibit Index, page II-4

3.       We note the disclosures on pages 43 and 44 where you list several “material U.S.
         federal income tax consequences of the Reincorporation.” In this regard, you state
         that no gain or loss will be recognized by PPEC or Hold Co. and a U.S. holder that
         exchanges PPEC common stock solely in exchange for Hold Co. common stock will
         recognize no gain or loss upon receipt of Hold Co. common stock. It appears that the
         tax consequences of the reincorporation may be material to shareholders. Please file
         signed and executed copies of all tax opinions of counsel that Item 21 of Form S-4
         and Item 601 of Regulation S-K require. For guidance, refer to Section III.A.2 of
         Staff Legal Bulletin No. 19 (October 14, 2011).


       We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities Act
of 1933 and all applicable Securities Act rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

        Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement, please provide a written statement from the
company acknowledging that:

        should the Commission or the staff, acting pursuant to delegated authority, declare the
         filing effective, it does not foreclose the Commission from taking any action with
         respect to the filing;

        the action of the Commission or the staff, acting pursuant to delegated authority, in
         declaring the filing effective, does not relieve the company from its full responsibility
         for the adequacy and accuracy of the disclosure in the filing; and


Scott C. Larsen
Park Place Energy Inc.
August 11, 2015
Page 3

       the company may not assert staff comments and the declaration of effectiveness as a
        defense in any proceeding initiated by the Commission or any person under the
        federal securities laws of the United States.

        Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration statement
as confirmation of the fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the securities specified in the above registration
statement. Please allow adequate time for us to review any amendment prior to the requested
effective date of the registration statement.

       Please contact Parhaum J. Hamidi, Staff Attorney, at (202) 551-3421 or, in his
absence, Loan Lauren P. Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.

                                                              Sincerely,

                                                              /s Loan Lauren P. Nguyen for

                                                              H. Roger Schwall
                                                              Assistant Director
                                                              Office of Natural Resources



Document Created: 2015-08-12 14:00:32
Document Modified: 2015-08-12 14:00:32
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