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United States securities and exchange commission logo
January 28, 2021
Scott Bowman
Chief Financial Officer
Dave & Buster's Entertainment, Inc.
2481 Ma ana Drive
Dallas, TX 75220
Re: Dave & Buster's
Entertainment, Inc.
Form 10-K for the
Fiscal Year Ended February 2, 2020
Filed April 3, 2020
Form 10-K/A for the
Fiscal Year Ended February 2, 2020
Filed May 14, 2020
File No. 01-35664
Dear Mr. Bowman:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Annual Report on Form 10-K for the Fiscal Year Ended February 2, 2020
Item 15. Exhibits and Financial Statement Schedules
Fourth Amended and Restated Certificate of Incorporation, page 40
1. We note that Article
XII of your Fourth Amended and Restated Certification of
Incorporation provides
that the Court of Chancery of the State of Delaware is the sole and
exclusive forum for
any derivative action or proceeding brought on behalf of the
Corporation. In
future filings, please clearly describe the provision in your disclosure,
including in an exhibit
filed with your Annual Report on Form 10-K pursuant to Item
601(b)(4)(vi) of
Regulation S-K, and any risks or other impact on investors related to the
provision. Risks may
include, but are not limited to, increased costs to bring a claim and
that these provisions
can discourage claims or limit investors' ability to bring a claim in a
judicial forum that
they find favorable. Please also tell us, and disclose in future filings,
whether this provision
applies to actions arising under the Exchange Act and/or the
Scott Bowman
Dave & Buster's Entertainment, Inc.
January 28, 2021
Page 2
Securities Act. In this regard, we note that Section 27 of the Exchange
Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created
by the Exchange Act or the rules and regulations thereunder. We also note
that Section 22
of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also
disclose in future filings that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Taylor Beech at 202-551-4515 or Daniel Morris at
202-551-3314 with
any questions.
Sincerely,
FirstName LastNameScott Bowman
Division of
Corporation Finance
Comapany NameDave & Buster's Entertainment, Inc.
Office of Trade &
Services
January 28, 2021 Page 2
cc: Mark Bergman, Esq
FirstName LastName