United States securities and exchange commission logo
February 24, 2021
Eifion Jones
Senior Vice President and Chief Financial Officer
Hayward Holdings, Inc.
400 Connell Drive
Suite 6100
Berkeley Heights, NJ 07922
Re: Hayward Holdings,
Inc.
Registration
Statement on Form S-1
Filed on February
17, 2021
File No. 333-253184
Dear Mr. Jones:
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.
Form S-1 filed February 17, 2021
Prospectus Summary
Summary Consolidated Financial and Other Data, page 22
1. Please tell us your
consideration to provide pro forma per share information giving effect
to the number of shares
whose proceeds will be used to pay the Special Dividend to Class
A common shareholders.
Refer to SAB Topic 1.B.3. Also, as you are presenting pro
forma EPS, which gives
effect to the reclassification of both Class A and Class B shares to
common stock, consider
revising your reference to pro forma earnings per Class B
common share.
Eifion Jones
FirstName LastNameEifion Jones
Hayward Holdings, Inc.
Comapany24,
February NameHayward
2021 Holdings, Inc.
February
Page 2 24, 2021 Page 2
FirstName LastName
Notes to Consolidated Financial Statements
16. Stock-based Compensation, page F-30
2. You state in response to comment 21 in your January 20, 2021 letter
that once you have
established an estimated price range per share for the offering, you
will advise us whether
the performance conditions for certain awards are likely to be
satisfied following this
offering. Please tell us whether the performance conditions for your
Performance-Based
options and restricted stock awards is deemed probable. If so, tell us
the number of
awards that you anticipate will vest and disclose the estimated
compensation expense,
both here and in the forepart of the filing, that will be recorded in
connection with this
offering. Also, tell us your consideration to include the impact from
the vesting of these
awards in both the numerator and denominator of your pro forma EPS
calculations. Refer
to Rule 11-01(a)(8) of Regulation S-X.
21. Subsequent Events, page F-38
3. We note from your response to comment 20 to your January 20, 2021
letter that you
granted both time-based and performance-based options in fiscal 2021.
Please revise to
include a discussion of these grants as well as any other share-based
compensation awards
made since December 31, 2020. Include in your disclosures the expected
impact such
awards will have on stock-based compensation expense in future
periods, if material.
Refer to ASC 855-10-50-2b.
You may contact Brittany Ebbertt, Senior Staff Accountant at (202)
551-3572 or
Kathleen Collins, Accounting Branch Chief at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Michael Foland, Staff
Attorney at (202) 551-6711 or Jan Woo, Legal Branch Chief at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Rachel Phillips