United States securities and exchange commission logo
October 28, 2020
Kevin Hearde
Executive Vice President & Chief Financial Officer
MARAVAI LIFESCIENCES HOLDINGS, INC.
10770 Wateridge Circle Suite 200
San Diego, California 92121
Re: MARAVAI
LIFESCIENCES HOLDINGS, INC.
Amendment 2 to
Draft Registration Statement on Form S-1
Submitted October
23, 2020
CIK No. 0001823239
Dear Mr. Hearde:
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 2 to Draft Registration Statement on Form S-1 filed October
23, 2020
Prospectus Summary
Overview, page 2
1. We note your response
to our prior comment 1 and we re-issue the latter part of the
comment. Regarding the
potential use of CleanCap by Chula Vaccine Research Center in
partnership with the
University of Pennsylvania, eTheRNA Immunotherapies and
Greenlight Biosciences,
please revise your disclosure to explain the basis for your belief
that they may
potentially use CleanCap in their vaccine trials. If these plans are based on
conversations, please
briefly describe the conversations.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Kevin Hearde
MARAVAI LIFESCIENCES HOLDINGS, INC.
October 28, 2020
Page 2
New Credit Agreement, page 109
2. Please revise your disclosure to quantify the distribution made to
members with the
proceeds of the New Credit Agreement discussed on page 109.
Management's Discussion & Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Sources of Liquidity, page 108
3. We note your response to comment three and that Adjusted EBITDA is a
financial
covenant under your credit agreements. Please revise your disclosure for
your credit
agreements to include the following:
the material terms of the covenant that relate to Adjusted EBITDA;
the amount or limit required for compliance with the covenant; and
the actual or reasonably likely effects of compliance or
non-compliance with the
covenant on the company's financial condition and liquidity.
With regards to disclosures of Adjusted EBITDA under the section "How We
Assess Our
Business", please refer the reader to the Liquidity section where the
revised
covenant disclosures are located. Refer to Question 102.09 of the
Non-GAAP Financial
Measures Compliance & Disclosure Interpretations.
You may contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Laura Crotty at 202-551-7614 or Suzanne Hayes at 202-551-3675 with any
other
questions.
Sincerely,
FirstName LastNameKevin Hearde
Division of Corporation Finance
Comapany NameMARAVAI LIFESCIENCES HOLDINGS, INC.
Office of Life Sciences
October 28, 2020 Page 2
cc: Robert Hayward
FirstName LastName