United States securities and exchange commission logo
May 23, 2023
Philip Colton
Shareholder
Winthrop & Weinstine, P.A.
225 S 6th Street
Minneapolis, MN 55402
Re: AIR T, Inc.
Schedule TO-I filed
May 18, 2023
File No. 005-33793
Dear Philip Colton:
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. Defined terms used herein have the same meaning as in your
offer materials, unless
otherwise noted.
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 May 18, 2023
General
1. We note your disclosure
that the Exchange Offer is condition[ed] on the registration of
the TruPS shares to be
delivered in the Exchange Offer with the Commission, that the
registration
statement, upon filing, is incorporated herein by reference and that
[s]tockholders will
receive a Prospectus with respect to the TruPS shares to be exchanged
in the Exchange Offer
when available. Similar disclosure appears elsewhere in your
offering materials. The
registration requirements of Section 5 of the Securities Act extend
to both the offer and
the sale of securities; therefore, the registration statement registering
the offer and sale of
the TruPS should have been filed and disseminated when the tender
offer commenced to
avoid a Section 5 violation. Please advise how you intend to proceed.
2. Refer to our last
comment above. If you believe an exemption from the registration
requirements of Section
5 is available, please identify the exemption in your response
letter, describe the
facts you believe support your reliance on it, and provide a legal
Philip Colton
Winthrop & Weinstine, P.A.
May 23, 2023
Page 2
analysis explaining why the exemption applies including cites to
applicable authority
supporting your determination. We note that the issuer of the Common
Shares and the
TruPS are two different entities.
3. You are attempting to use a modified Dutch auction tender offer
structure for an exchange
offer, where both sets of securities are publicly traded and will
fluctuate in value based on
daily trading prices. In addition, the range in this modified Dutch
auction is not less than
1.05 and not more than 1.40 TruPS per Share. The .35 difference
between the low and
high ratios in the range represents a difference of over 25% above the
lowest end of the
range. We have concerns that the use of the modified Dutch auction
structure in this
context, and the range selected here, do not satisfy the requirements
of Item 4 of Schedule
TO and Item 1004(a) of Regulation M-A thereunder and may be confusing
for
shareholders. Please revise or advise.
Our comments above focus on material structural issues with the
Exchange Offer as
currently structured. If and when the offer is revised to address these
concerns, we will address
disclosure-related issues with your offer materials. 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 Christina Chalk at (202) 551-3263 or Blake
Grady at (202)
551-8573.
FirstName LastNamePhilip Colton Sincerely,
Comapany NameWinthrop & Weinstine, P.A.
Division of
Corporation Finance
May 23, 2023 Page 2 Office of
Mergers & Acquisitions
FirstName LastName