Brent B. Siler T: +1 703 456 8058 bsiler@cooley.com | VIA EDGAR AND OVERNIGHT DELIVERY | |
*FOIA Confidential Treatment Request* | ||
Confidential Treatment Requested by | ||
April 15, 2013
U.S. Securities and Exchange Commission | ChannelAdvisor Corporation in connection with Registration Statement on Form S-1 (File No. 333-187865) | |
Division of Corporation Finance | ||
100 F Street, N.E. | ||
Mail Stop 4561 | ||
Washington, D.C. 20549 |
Attn: | Ms. Barbara C. Jacobs | |||
Mr. Gabriel Eckstein | ||||
Ms. Christine Davis | ||||
Ms. Amanda Kim | ||||
RE: | ChannelAdvisor Corporation | |||
Registration Statement on Form S-1 | ||||
Registration No. 333-187865 |
Ladies and Gentlemen:
On behalf of ChannelAdvisor Corporation (the “Company”), please find below supplemental information in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).
Because of the commercially sensitive nature of information contained herein, this submission is accompanied by a request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.
To assist the Staff in its review of the Company’s Registration Statement on Form S-1 (File No. 333-187865) (the “Registration Statement”), the Company supplementally advises the Staff that on the date hereof, Goldman, Sachs & Co. and Stifel, Nicolaus & Company, Incorporated, the lead underwriters for the Company’s initial public offering and on behalf of the underwriters, advised the Company that, based on current market conditions, they would recommend a preliminary pre-split estimated price range of between $[***] and $[***] per share of the Company’s common stock for the Company’s initial public offering.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETED ASTERISKS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83
April 15, 2013
Page Two
This preliminary estimate reflects the estimated public offering price of the shares to be sold in the market, which shares will be freely tradable and will not be subject to a lock-up agreement, in contrast with substantially all of the Company’s outstanding stock, and thus does not include any marketability discount. The range also assumes a successful initial public offering with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company.
The size of the reverse stock split ratio has not yet been definitively determined. However, due to the recent volatility in the financial markets and the volatilities evident in the market for recent initial public offering issuers, the price range of the common stock may change. The Company hereby advises the Staff that it intends to file a pre-effective amendment to its registration statement with a preliminary prospectus that will include a bona fide post-split estimated public offering price range prior to the distribution of any preliminary prospectus. This price range will be no more than $2.00, if the maximum price is $10.00 per share or less, or 20%, if the maximum price is greater than $10.00 per share.
Based on the preliminary per share estimate provided above, the current status of the financial markets and continued uncertainty as to whether the Company will be able to complete its planned initial public offering within the proposed price range, or at all, the Company believes that the recent contemporaneous valuation of its common stock at $0.55 per share as of December 31, 2012, as described in detail on pages 62-63 of the Registration Statement, is consistent with the underwriters’ preliminary estimate. Specifically, the IPO scenario in the Company’s December 31, 2012 valuation, which was weighted at a 60% probability, yielded a valuation of $0.87 per share, prior to the application of (i) a discount of approximately 9% to reflect the time value ofmoney for the six-month period from the assumed IPO date back to December 31, 2012 (or 20% on an annualized basis, reflecting the Company’s estimated cost of capital), and (ii) a 10% discount for lack of marketability. This IPO-based valuation of $0.87 per share [***].
* * * *
If you have any questions or comments with regard to this matter, please do not hesitate to contact the undersigned at (703) 456-8058 or Brian F. Leaf, of this office, at (703) 456-8053.
Very truly yours, |
/s/ Brent B. Siler |
Brent B. Siler |
cc: | John F. Baule, ChannelAdvisor Corporation |
S. Scott Alridge, ChannelAdvisor Corporation
Brian F. Leaf, Cooley LLP
Mark G. Borden, Wilmer Cutler Pickering Hale and Dorr LLP
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT,
MARKED BY BRACKETED ASTERISKS,
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO 17 CFR §200.83