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787 Seventh Avenue
New York, NY 10019-6099 |
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Tel: 212 728 8000 |
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Fax: 212 728 8111 |
July 22, 2011
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
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MedAssets, Inc.
Registration Statement on Form S-4 |
Dear Sir or Madam:
On behalf of MedAssets, Inc. (the “Issuer”) and the subsidiaries listed on
Schedule A hereto (together with the Issuer, the “Registrants”), this letter is
provided to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in connection with the above referenced Registration Statement on Form S-4
(the “Registration Statement”) relating to the Registrants’ proposed offer to exchange (the
“Exchange Offer”) all of the Issuer’s outstanding 8.0% Senior Notes due 2018, issued on
November 16, 2010 (the “Initial Notes”), for new 8.0% Senior Notes due 2018 (the
“Exchange Notes”). The Registrants are registering the Exchange Offer pursuant to the
Registration Statement in reliance on the position enunciated in “Morgan Stanley & Co.,
Incorporated,” SEC No-Action Letter (available June 5, 1991), as interpreted in the Staff’s letter
to Shearman & Sterling dated July 2, 1993 (the “Shearman Letter”), and “Exxon Capital
Holdings Corporation,” SEC No-Action Letter (available May 13, 1988) (the “Exxon Capital
Letter”). Pursuant to Rule 14e-1(a) of the Securities Exchange Act of 1934, the Exchange Offer
will be open for at least 20 full business days and the Exchange Offer’s expiration date will be
included in the final prospectus disseminated to security holders and filed according to Rule 424.
The Registrants represent the following:
Neither the Registrants nor any of their affiliates have entered into any arrangement or
understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer
and, to the best of the Registrants’ information and belief, each person participating in the
Exchange Offer is acquiring the Exchange Notes in the ordinary course of its business and has no
arrangement or understanding with any person to participate in the distribution of the Exchange
Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that
if such person is participating in the Exchange Offer for the purpose of distributing the Exchange
Notes to be acquired in the
New York Washington Paris London Milan Rome Frankfurt Brussels
in alliance with Dickson Minto W.S., London and Edinburgh
July 22, 2011
Securities and Exchange Commission
Page 2
Exchange Offer, such person (i) cannot rely on the position of the Staff enunciated in the
Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with
registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the
“Securities Act”), in connection with any secondary resale transaction. The Registrants
acknowledge that such a secondary resale transaction should be covered by an effective registration
statement containing the selling securityholder information required by Item 507 of Regulation S-K.
The Registrants will also make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus) that any broker-dealer who holds Initial Notes acquired for its own
account as a result of market-making activities or other trading activities, and who receives
Exchange Notes in exchange for such Initial Notes pursuant to the Exchange Offer, may be a
statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act
(as described in the Shearman Letter) in connection with any resale of such Exchange Notes, which
prospectus may be the prospectus for the Exchange Offer so long as it contains a plan of
distribution with respect to such resale transactions (such plan of distribution need not name the
broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer). The Registrants
further represent that, with respect to any broker-dealer that participates in the Exchange Offer
with respect to securities acquired for its own account as a result of market-making activities or
other trading activities, each such broker-dealer must confirm that it has not entered into any
arrangement or understanding with the issuer or an affiliate of the issuer to distribute the
Exchange Notes.
The Registrants will include in the letter of transmittal or similar documents to be executed
by an exchange offeree in order to participate in the Exchange Offer the following additional
provisions: (i) if the exchange offeree is not a broker-dealer, a representation that it is not
engaged in, and does not intend to engage in, a distribution of the Exchange Notes; and (ii) if the
exchange offeree is a permitted broker-dealer holding Initial Notes acquired for its own account as
a result of market-making activities or other trading activities, an acknowledgment that it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale
of Exchange Notes received in respect of such Initial Notes pursuant to the Exchange Offer. The
transmittal letter or similar documentation also will include a statement to the effect that by so
acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.
Please contact the undersigned at (212) 728-8981 with any questions you may have regarding the
Registration Statement.
Very truly yours,
Morgan D. Elwyn
cc: Jonathan H. Glenn, Executive Vice President and Chief Legal and Administrative Officer
