United States securities and exchange commission logo
December 17, 2020
Michael Kliger
Chief Executive Officer
MYT Netherlands Parent B.V.
Einsteinring 9
85609 Aschheim/Munich
Germany
Re: MYT Netherlands
Parent B.V.
Draft Registration
Statement on Form F-1
Submitted November
23, 2020
CIK No. 001831907
Dear Mr. Kliger:
We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted November 23, 2020
Our Competitive Strengths
Combination of Growth and Profitability, page 7
1. Please balance your
discussion of Adjusted EBITDA margin with a margin calculated in
accordance with IFRS.
Michael Kliger
FirstName LastNameMichael
MYT Netherlands Parent B.V.Kliger
Comapany17,
December NameMYT
2020 Netherlands Parent B.V.
December
Page 2 17, 2020 Page 2
FirstName LastName
Summary Consolidated Financial and Operating Data
Other Financial and Operating Data, page 19
2. Please tell us how upgrades to your IT configuration resulted in the
elimination of U.S.
sales tax expense for the three months ended September 30, 2020.
Use of Proceeds, page 64
3. In this section and any other appropriate places, please disclose the
purpose of issuing
the 7.50% Senior Secured PIK Notes Due 2025 and of entering into the
Shareholder
Loans.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Segment Reporting
Results of Operations, page 80
4. We note that net sales increased during the periods discussed as a
result of increases in
orders shipped. Please expand your discussion to identify and quantify
the underlying
factors contributing to increases in orders between periods pursuant
to Item 5 of Form
20-F.
Segment Reporting, page 87
5. Your presentation of consolidated EBITDA in any context other than the
IFRS 8 required
reconciliation in Note 7 on page F-21 and Note 6 on page F-50 to the
annual and interim
financial statements is considered the presentation of a non-IFRS
financial measure.
Please revise to remove the measure or identify the measure as a
non-IFRS financial
measure and include the disclosures required by Item 10(e) of
Regulation S-K. Refer to
Question 104.04 of the Compliance and Disclosure Interpretations
related to Non-
GAAP measures.
6. Please revise to also incorporate a discussion of your segment
results. Refer to Item 5 of
Form 20-F and Section III.B.2 of SEC Release 33-8350.
Critical Accounting Policies and Estimates, page 91
7. We note your disclosure that you did not reverse any write-downs in
the fiscal years
presented; however, we also note your disclosure in note 7 on page
F-51, that you
reversed 286 thousand euros related to inventory write-downs for the
three months ended
September 30, 2019. Please advise or revise.
Management, page 110
8. We note your disclosure in this section, including the discussion of
compensation
arrangements, but it does not appear that you provided the information
required by Item
6.B of Form 20-F for the last full financial year. Please revise to
include such disclosure.
Michael Kliger
MYT Netherlands Parent B.V.
December 17, 2020
Page 3
In addition, please tell us what consideration you have given to filing
as exhibits
employment agreements, compensation agreements, and copensation plans.
Consolidated Statement of Profit and Comprehensive Income, page F-3
9. Please revise your description of the costs of sales line item to
disclose it is exclusive of
depreciation shown separately below. Refer to SAB Topic 11:B.
Note 3. Basis of presentation
IFRS 1, page F-9
10. Please tell us your consideration of disclosing the amount of the
adjustment to equity as of
July 1, 2017 to revalue your loans at fair values under IFRS. Refer to
paragraphs 24 of
IFRS 1.
General
11. In appropriate places, please provide the disclosure required by Item
101(c)(2)(ii) of
Regulation S-K.
You may contact Tony Watson at (202) 551-3318 or Theresa Brillant at
(202) 551-3307
if you have questions regarding comments on the financial statements and
related
matters. Please contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at
(202) 551-3222
with any other questions.
Sincerely,
FirstName LastNameMichael Kliger
Division of
Corporation Finance
Comapany NameMYT Netherlands Parent B.V.
Office of Trade
& Services
December 17, 2020 Page 3
cc: Roger Bivans
FirstName LastName