April 21, 2020
Paul Rouse
Chief Financial Officer
Thryv Holdings, Inc.
2200 West Airfield Drive
P.O. Box 619810
DFW Airport, Texas 75261
Re: Thryv Holdings, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted March 20, 2020
CIK No. 0001556739
Dear Mr. Rouse:
We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
General
1. We note that you have not yet identified the financial advisor(s) you
intend to engage for
this offering. We recognize that some of the comments we are issuing in
this letter seek
disclosure that may be dependent upon this engagement. Please note that
we may
have additional comments upon receipt and review of an amendment that
identifies your
financial advisor(s).
Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
April 21, 2020
April 2 2020 Page 2
Page 21,
FirstName LastName
Cover Page
2. Refer to the "Calculation of Registration Fee." Based on the
stockholder's equity of
$27,260,000 at December 31, 2019 and your shares outstanding of
60,282,947, it is
unclear how you calculated a book value of $9.68 per share as of the
end of the most
recent fiscal year. Please provide us with your calculation.
Corporate History and Information, page 7
3. We note your response to prior comment 6. Please revise this section
to disclose the
current amount of your outstanding indebtedness and availble credit
under your credit
facilities.
Uncertainty relating to LIBOR, page 36
4. We note that if you are unable to establish an alternate rate using
the alternative
methodologies contained in your senior credit facilities, the interest
rate for the facilities
will be "determined at an alternate base rate." Please revise to
disclose the alternate base
rate or, if the alternate base rate is not currently known, how it
will be determined.
Our listing differs significantly..., page 37
5. Please consider revising the statement, which currently reads,
"[a]dditionally, because
there are no underwriters, there is no underwriters' option to
purchase additional shares to
help stabilize, maintain, or affect the public price of our common
stock on Nasdaq
immediately after the listing" (emphasis added).
6. Please tell us to what extent the lack of precedent for direct
listings on the Nasdaq Capital
Market poses additional risks for your direct listing. In this regard,
we note that the
Securities & Exchange Commission approved Nasdaq's proposed amendments
to permit
direct listings on the Nasdaq Capital Market in December 2019. As
such, certain
provisions and processes, including, for example, those related to
valuation and
compelling evidence standards, may be untested.
Liquidity and Capital Resources, page 63
7. In your response to prior comment 15, you state that your credit
facilities restrict the
ability of your subsidiaries to pay dividends. Please revise to
discuss the material terms of
these restrictions.
Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
April 21, 2020
Page 21,
April 3 2020 Page 3
FirstName LastName
SaaS Business Segment, page 77
8. We note your response to prior comment 17 and, in particular, the
final sentence under
"Strength of the All-In-One Platform." Please revise to explain how
commercially
available applications are modified or otherwise assume a diferent
character when they are
integrated into the Thryv platform. Please also disclose whether the
applications
developed by your third-party developers are available in the same or
similar form outside
your platform on a stand-alone basis.
Plan of Distribution, page 129
9. Please revise the first sentence of this section to specify the
exchange or alternative
trading venue where your shares will be listed or traded. In this
regard, your references to
exchanges or trading venues other than NASDAQ are unclear to us.
10. Please describe the extent to which you or your financial advisor(s)
may contact any
Registered Stockholders, existing stockholders or potential investors
regarding their
interest in buying or selling. In this regard, we note that your
references to "investor day"
and "investor education meetings" in the risk factor section appear to
contemplate
potential interaction with buyers and sellers. Please tell us what
"investor communication
strategy" you will utilize to communicate with investors at these
events and how any
materials utilized at these events may differ.
11. Please clarify how the Current Reference Price will be calculated and
disseminated
under the Nasdaq Listing Rules, particularly in terms of how the
underlying purpose of the
Current Reference Price is to effectively match anticipated supply
with demand. Please
also clarify what factors your financial advisor will consider before
notifying Nasdaq
that the company's security is "ready to trade" and the Current
Reference Price is
calculated. Explain how the financial advisor will determine when "a
reasonable amount
of volume will cross on the opening trade." Finally, with a view to
providing investors
with a clear understanding as to how the Current Reference Price will
be calculated,
please revise to provide an example of the process you describe.
12. We note that you are a "controlled company" under Nasdaq guidelines.
Please revise,
where appropriate, to explain whether and how the Registered
Stockholders, and in
particular your majority stockholder, will have the ability to affect
the opening price of
your shares or the timing of your listing on Nasdaq. In this regard,
please describe the
involvement of the Registered Stockholders in the price setting
mechanism contemplated
under the IPO cross, including any decisions to delay or proceed with
trading. In addition,
please describe the ability, if any, of Registered Stockholders to
affect the opening price
by refusing bids or limiting asks in the period prior to the opening
trade.
13. Please describe the specific duties, activities, and expected or
additional contributions of
or purpose for the financial advisor with respect to the determination
of the Current
Reference Price (and size and timing of the Opening trade),
particularly in view of the fact
Paul Rouse
FirstName LastNamePaul Rouse
Thryv Holdings, Inc.
Comapany NameThryv Holdings, Inc.
April 21, 2020
Page 21,
April 4 2020 Page 4
FirstName LastName
that it is our understanding Nasdaq provides direct listings with an
IPO execution team
and IPO execution officer (i.e., a senior equity capital market
expert), the use of all
Nasdaq's IPO tools, such as the Net Order Imbalance Indicator and the
IPO BookViewer,
as well as Nasdaq's regulatory and operations teams. Please include in
your response
what information (i.e., regarding opening price, paired shares,
imbalances, official
opening timing, etc.) the financial advisor is expected to be able to
provide leading up to
and after the official opening cross occurs. Please describe how such
activity would be
consistent with Regulation M, or prior no-action relief from
Regulation M (e.g., Spotify
Technology, S.A., Mar. 23, 2018), such that it would not artificially
influence the market
price for the company's shares or to otherwise artificially facilitate
the direct listing.
14. In view of the significant factual differences with the April 2018
Spotify Technology
S.A.direct listing on NYSE, please provide us with your detailed
analysis as to how you
intend to structure and conduct your direct listing (including the
Registered Shareholders'
resales and any investor-related activities) on the Nasdaq Stock
Market so as to comply
with the trading restrictions of Rules 101-104 of Regulation M or,
alternatively, how you
intend to and are able to rely on prior no-action relief (e.g.,
Spotify Technology, S.A., Mar.
23, 2018).
In your analysis, please address, among other things, whether or not
there is a Regulation
M "distribution(s)" (i.e., sufficient "magnitude" and the use of
"special selling
efforts/selling methods"); calculation of the applicable restricted
period(s) for each of the
relevant covered persons (e.g., you, the financial advisors, the
Registered Stockholders,
the active market makers, other distribution participants, and any
affiliated purchasers of
the foregoing, as applicable); explanation of how the expanded role
and
activities/obligations of the financial advisor on Nasdaq (i.e., in
coordinating the price
discovery process and opening cross/"first trade" in the security, and
performing the same
functions as the "stabilization agent"/lead underwriter in an IPO), as
well as also acting in
the capacity of "active market maker" in the trading of the security,
and the lack of an
"independent market" (i.e., one not dominated or controlled by you or
your financial
advisors and without any special selling efforts/selling methods) for
the Registered
Stockholders' brokerage transactions/resales, are consistent with the
representations and
conditions set forth in prior no-action relief (e.g. Spotify
Technology, S.A., Mar. 23, 2018,
where the financial advisors had a much more limited/advisory role,
etc.).
15. Please explain how the financial advisor's involvement in the
determination of the
opening price/Current Reference Price and immediate trading in the
security, the possible
selling activity by the Registered Stockholders (including by the
controlling Stockholder
"Mudrick Capital"), and the "excessive compensation" to be paid to
broker-dealers to
facilitate such selling is consistent with prior no-action relief
(e.g. Spotify Technology,
S.A., Mar. 23, 2018) or, if not available for relief from Regulation
M, how such activity
would be consistent with Regulation M, particularly the requirement
that the ordinary
brokerage transactions by the Registered Shareholders be made into an
"independent
market" (i.e., one not dominated or controlled by Thryv or its
financial advisors and
Paul Rouse
Thryv Holdings, Inc.
April 21, 2020
Page 5
without any special selling efforts/selling methods).
16. Please explain what is meant on page 41 by the statement, "We also may
issue our capital
stock or securities convertible into our capital stock from time to time
in connection with a
financing, acquisition, investments, or otherwise," including its
potential impact on the
above Regulation M analysis.
You may contact Tony Watson at (202) 551-3318 or Donna Di Silvio at
(202) 551-3202
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202)
551-3264
with any other questions.
Sincerely,
FirstName LastNamePaul Rouse
Division of
Corporation Finance
Comapany NameThryv Holdings, Inc.
Office of Trade &
Services
April 21, 2020 Page 5
cc: Corey Chivers, Esq.
FirstName LastName