October 5, 2018
Tariq Osman
President
Concrete Pumping Holdings Acquisition Corp
28 West 44th Street, Suite 501
New York, NY 10036
Re: Concrete Pumping Holdings Acquisition Corp
Registration Statement on Form S-4
Filed September 10, 2018
File No. 333-227259
Dear Mr. Osman:
We have reviewed your registration statement 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.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed September 10, 2018
Summary Term Sheet, page 7
1. Refer to the last bullet point paragraph on page 9 and similar
disclosures elsewhere in the
proxy statement/prospectus. Assuming varying redemption percentages,
provide
examples of what percentage of ownership interest stockholders of
Industrea's public
shares would own upon completion of the business combination.
Tariq Osman
FirstName LastNameTariq Osman
Concrete Pumping Holdings Acquisition Corp
Comapany 2018
October 5, NameConcrete Pumping Holdings Acquisition Corp
October 5, 2018 Page 2
Page 2
FirstName LastName
Questions and Answers About the Proposals For Stockholders
Why is Industrea providing the stockholders with the opportunity to . . ., page
14
2. We note your disclosure that you have elected for a shareholder vote
versus a tender offer
"for business and other reasons." Please revise your disclosure to
discuss the material
reasons for such election.
What are the U.S. federal income tax consequences as a result of the Business
Combination?,
page 22
3. Revise the "anticipated" language to state affirmatively, if true,
that it is counsel's opinion
that the Industrea merger will constitute a tax-deferred transaction
under Section 351 of
the Code. We note that you intend to file a tax opinion as Exhibit 8.1
to the registration
statement.
Summary of the Proxy Statement/Prospectus
Impact of the Business Combination on the Public Float, page 36
4. Please revise your disclosure here and elsewhere, where appropriate,
to make clear how
the Founder Shares impact the ownership percentages.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 2- Basis of the Pro Forma Presentation, page 95
5. We note your disclosure which states Industrea is expected to be the
accounting acquirer
in the business combination under both a no redemption and maximum
redemption
scenario. It appears under a maximum redemption scenario, the existing
public
shareholders of Industrea would hold no ownership interest in Newco.
Please provide us
with your analysis in support of your conclusion that Industrea would
be the accounting
acquirer in a maximum redemption scenario. Refer to the guidance found
in ASC 805-
10-55 paragraphs 10-15.
Note 3 - Unaudited Pro Forma Condensed Combined Balance Sheet Adjustements,
page 96
6. We note adjustment (3K) located on page 99 is determined using an
effective tax rate of
23.3%. Please refer to Instruction 7 of Rule 11-02(b) of Regulation
S-X and modify your
adjustment to use the statutory rate in effect during the period.
Timeline of the Business Combination, page 130
7. Please revise to discuss in more detail the circumstances that led a
representative of
Industrea to contact Robert W. Baird & Co. regarding a transaction
with CPH.
8. Please revise your disclosure to name the representatives of Industrea
mentioned in
several meetings.
Tariq Osman
FirstName LastNameTariq Osman
Concrete Pumping Holdings Acquisition Corp
Comapany 2018
October 5, NameConcrete Pumping Holdings Acquisition Corp
October 5, 2018 Page 3
Page 3
FirstName LastName
9. Please provide us with copies of the investor presentations referenced
in your disclosure.
10. Please revise your disclosure to discuss the proposed structure
changes that were
discussed on July 6, 2018.
11. Please revise to discuss the material negotiations that took place on
July 9, 2018.
12. Please revise to discuss in more detail the material negotiations that
took place between
August 1, 2018 and August 31, 2018.
Background of the Business Combination
The Industrea Board's Reasons for the Approval of the Business Combination,
page 137
13. We note the financial information provided for companies other than
CPH on page 143 is
not legible. Please revise to include a legible copy of such
information.
Certain CPH Historical and Projected Financial Information
Reconciliation of Non-GAAP Measures, page 148
14. We note your disclosure on page 147 which states you define Free cash
flow as Pro Forma
Adjusted EBITDA minus Pro Forma Capital Expenditures. Please refer to
Question and
Answer 102.07 of the Commission's Compliance and Disclosure
Interpretation for Non-
GAAP Measures and explain to us why you believe it is appropriate to
determine your
measure on a basis which does not include cash flows from operating
activities as
presented in your statement of cash flows. In addition, we are unable
to locate the
necessary reconciliation for this non-GAAP measure. Please modify your
disclosures
accordingly.
15. We note footnote 3 in your tabular presentation references
"out-of-period adjustments" as
a component of your "Other adjustments" presented to arrive at Pro
Forma Adjusted
EBITDA. Please tell us the nature and amount of the out-of-period
adjustments you are
including in your non-GAAP measure.
Material United States Federal Income Tax Considerations, page 154
16. Please revise your disclosure to discuss all the material U.S. federal
income tax
considerations. In this regard, we note your disclosure that you have
discussed "certain"
material U.S. federal income tax considerations.
U.S. Holders, page 156
17. We note your disclosure regarding the risk that the Industrea warrants
could be treated as
having been "exchanged." Please revise your disclosure to discuss the
degree of
uncertainty related to the tax treatment of the warrants. See Section
III.C.4 of Staff Legal
Bulletin No. 19. Please consider including risk factor disclosure
regarding the tax
treatment of the warrants.
Tariq Osman
FirstName LastNameTariq Osman
Concrete Pumping Holdings Acquisition Corp
Comapany 2018
October 5, NameConcrete Pumping Holdings Acquisition Corp
October 5, 2018 Page 4
Page 4
FirstName LastName
The Charter Proposals, page 164
18. Please revise to explain in more detail why stockholders of Industrea
are approving the
material differences between the Newco Charter and the Industrea
Charter. In this regard,
we note it may not be clear to investors based on your current
disclosure.
CPH Management's Discussion and Analysis of Financial Condition and Results of
Operations
EBITDA, page 234
19. We note your tabular presentation of EBITDA information; however, we
are unable to
locate the necessary reconciliation for this non-GAAP measure. Please
refer to Question
and Answer 103.02 of the Commision's Compliance and Disclosure
Interpretation for
Non-GAAP Measures and provide a reconciliation in your next amendment.
Cash Flows, page 240
20. Your header included with your tabular presentation of cash flows
depicts "Years Ended
December 31". It appears you should modify the header to state the
"Years Ended
October 31". We note a similar header issue with the Adjusted EBITDA
table you
present on page 243.
Non-GAAP Disclosures (Consolidated EBITDA and Adjusted EBITDA), page 242
21. Please clarify for us how Consolidated EBITDA differs from EBITDA as
defined in
Exchange Act Release No. 47226. To the extent they are determined the
same, please
modify your description of the measure to "EBITDA" to avoid investor
confusion.
Critical Accounting Policies and Estimates
Revenue Recognition, page 244
22. In regard to your Revenue Recognition accounting policies, please
address the following:
It appears your arrangements with customers in your waste
management business may
contain multiple elements including delivery, disposal services
and potentially other
elements. Please explain to us whether your accounting policy
considers multiple
elements and if so, describe each deliverable. Also, if
applicable, tell us how you
account for each unit of accounting and how you allocate amounts
to each unit. Refer
to ASC 605-25, including the disclosure requirements of ASC
605-25-50.
Tell us how you considered the guidance in ASC 840-10-15 regarding
whether your
arrangements contain leases. Also, explain to us the general terms
of these agreements,
including time periods and payment provisions and tell us what is
done with the
equipment when a customer relationship is terminated or if the
equipment is damaged
or destroyed by the customer.
Tariq Osman
FirstName LastNameTariq Osman
Concrete Pumping Holdings Acquisition Corp
Comapany 2018
October 5, NameConcrete Pumping Holdings Acquisition Corp
October 5, 2018 Page 5
Page 5
FirstName LastName
Selling Stockholder, page 265
23. Please identify the natural person or persons with direct or indirect
voting or investment
power over the shares being registered for resale by the selling
stockholder. For guidance
you may wish to refer to Question 140.02 in the Regulation S-K section
of our
Compliance and Disclosure Interpretations which are available on the
Commission's
website.
Annex B-1 - Amended and restated certificate of incorporation of Concrete
Pumping Holdings
Acquisition Corp., page B-6
24. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including
any "derivative
action." Please disclose whether this provision applies to actions
arising under the federal
securities laws. In that 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.
25. Please revise the proxy statement/prospectus to include disclosure of
the exclusive forum
provision, including a risk factor that addresses the risks associated
with exclusive
forum provisions.
Concrete Pumping Holdings, Inc Financial Statements
Summary of Significant Accounting Policies
Goodwill, page F-39
26. We note your disclosure states that for three reporting units, a
quantitative assessment was
performed and the estimated fair value exceeded the carrying value for
each of
the reporting units. Please expand your disclosure to state if true,
that the estimated fair
value substantially exceeded the carrying value for each reporting
unit. To the extent any
reporting unit's fair value was not substantially in excess of its
carrying value, disclose the
percentage of excess fair value over carrying value for any such
reporting unit.
Exhibit 99.10, page G-1
27. Please revise your preliminary proxy card to allow for separate voting
on each proposal.
In this regard, we note it does not appear that shareholders may vote
on proposal 2.
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Tariq Osman
Concrete Pumping Holdings Acquisition Corp
October 5, 2018
Page 6
You may contact Kevin Stretzel (Staff Accountant) at 202-551-3723 or
John Cash
(Accounting Branch Chief) at 202-551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward Kelly (Staff
Attorney) at 202-
551-3728 or Frank Pigott (Staff Attorney) at 202-551-3570 with any other
questions.
Sincerely,
FirstName LastNameTariq Osman
Division of Corporation
Finance
Comapany NameConcrete Pumping Holdings Acquisition Corp
Office of Manufacturing and
October 5, 2018 Page 6 Construction
FirstName LastName