601 Lexington Avenue
New York, NY 10022
United States
+1 212 446 4800
www.kirkland.com
September 15, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attention: Charles Eastman, Martin James, Erin Donahue and Erin Purnell
| Re: | Birkenstock Holding Limited |
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 24, 2023
CIK No. 0001977102
Ladies and Gentlemen:
This letter sets forth the responses of Birkenstock Holding Limited (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter dated September 7, 2023 with respect to the above-referenced Draft Registration Statement on Form F-1 (the “Draft Registration Statement”).
The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth our response to each of the numbered comments immediately below each numbered comment.
In addition, the Company has revised the Draft Registration Statement in response to the Staff’s comments, and the Company is concurrently publicly filing Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration Statement”) with this letter, which reflects these revisions and certain other changes. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
Austin Bay Area Beijing Boston Brussels Chicago Dallas Hong Kong Houston London Los Angeles Miami Munich Paris Salt Lake City Shanghai Washington, D.C.
Securities and Exchange Commission
September 15, 2023
Page 2
Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors
Risks Related to Our Ordinary Shares and the Offering
Our Principal Shareholder controls us, and their interests may conflict with ours or yours in the future., page 60
| 1. | Staff’s comment: We note your disclosure on page 171 that when MidCo beneficially owns less than a majority, but at least 5% of your ordinary shares, it will be entitled to designate for nomination a number of directors in proportion to its ownership of your ordinary shares. Please revise your disclosure in this section to state this clearly. In addition, where you state that for so long as the principal shareholder continues to own a “significant” percentage, it will be able to “significantly” influence or effectively control the composition of our board of directors and the approval of actions requiring shareholder approval through their voting power, please revise to include specific rights based on exact ownership amounts. |
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 64 of the Registration Statement accordingly.
Business
Operations
Logistics, page 139
| 2. | Staff’s comment: We note your reference to opening a Geodis facility in Columbus, Ohio. Please provide more information regarding this facility. |
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 149 of the Registration Statement accordingly.
Tax Receivable Agreement, page 169
| 3. | Staff’s comment: We note your disclosure that the description is a summary of “certain” material terms. Please revise to remove “certain” and confirm that all material terms of the agreement have been discussed. In addition, please add the agreement to the exhibit index. |
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 179 of the Registration Statement accordingly. The Company respectfully confirms that all material terms of the Tax Receivable Agreement have been described.
Related Party Transactions
Shareholders’ Agreement, page 171
| 4. | Staff’s comment: Please revise the final sentence of this section to remove the qualification that the summary is not complete and confirm that all material terms of the agreement have been described. |
Securities and Exchange Commission
September 15, 2023
Page 3
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 181 of the Registration Statement accordingly. The Company respectfully confirms that all material terms of the Shareholders’ Agreement have been described.
General
| 5. | Staff’s comment: We note your letter from your CEO. Please relocate the letter to a more appropriate location in your prospectus, such as the section beginning on page 114. In addition, please provide support for your statement on page ix that you have set a standard that others cannot replicate. |
Response: The Company acknowledges the Staff’s comment and has revised the Registration statement to include the letter on page 119. The Company has also revised the statement on page 120 of the Registration Statement in response to the Staff’s comment.
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Ross M. Leff of Kirkland & Ellis LLP by telephone at 212-446-4947 or by email at ross.leff@kirkland.com.
| Sincerely, | ||
/s/ Ross M. Leff | ||
| Ross M. Leff | ||
Via E-mail:
| cc: | Oliver Reichert, Chief Executive Officer |
Dr. Erik Massmann, Chief Financial Officer
Christian Heesch, Chief Legal Officer
Birkenstock Holding Limited
Joshua N. Korff
Zoey Hitzert
Kirkland & Ellis LLP
Marc D. Jaffe
Ian D. Shuman
Adam J. Gelardi
Latham & Watkins LLP