United States securities and exchange commission logo
March 4, 2021
Brian Cook
Chief Executive Officer
Janus Parent, Inc.
14 Fairmount Avenue
Chatham, New Jersey 07928
Re: Janus Parent, Inc.
Registration
Statement on Form S-4
Filed February 8,
2021
File No. 333-252859
Dear Mr. Cook:
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-4 Registration Statement
General
1. Please disclose the
anticipated use of the funds from the trust and PIPE.
Cover Page, page i
2. Please revise to limit
your cover page in accordance with Item 501(b) of Regulation S-K.
3. Please include
disclosure on the cover page that upon consummation of the Business
Combination, Parent
will become the public company and change its name to Janus
International Group,
Inc.
Brian Cook
FirstName LastNameBrian Cook
Janus Parent, Inc.
Comapany
March NameJanus Parent, Inc.
4, 2021
March2 4, 2021 Page 2
Page
FirstName LastName
Q: What interests do JIH's current officers and directors have in the Business
Combination?,
page xi
4. Please quantify the interests each of your sponsor, current officers
and directors
will receive in the business combination by listing the value of the
securities as of the
most recent practicable date. Include the PIPE investors in your
discussion. Please make
similar changes throughout the proxy statement/prospectus.
Summary of the Proxy Statement/Prospectus, page 1
5. Please revise to include a brief discussion of the business of Janus
International in this
section. Please identify CCG, and state that you expect that it will
control the voting of at
least 50% of Parent's outstanding common stock. In addition, please
state whether the
company will be a controlled company under NYSE listing standards.
Selected Historical Financial Information of JIH, page 19
6. Please clarify that the amounts shown in the comparative 2019 column
are for the period
from August 12, 2019 (Inception) through December 31, 2019, and
separately provide a
column with the amounts for the comparative period ended September 30,
2019. In
addition, please give consideration to disclosing the statements of
cash flows data for JIH
for the respective periods, similar to that provided for Midco shown
on page 22.
Parent's amended and restated certificate of incorporation, page 40
7. Please revise to make your disclosure here and on page 223 consistent
with the exclusive
forum provision in your amended and restated certificate of
incorporation. 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
Securities Act or
Exchange Act. 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, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. Further, additional provisions
designated as (x) and
(y) relating to deemed consent regarding personal jurisdiction and
service of process are
included in the amended and restated certificate of incorporation but
are not disclosed.
The Business Combination Agreement, page 76
8. Notwithstanding the disclaimers, the representations, warranties, and
covenants in the
Brian Cook
FirstName LastNameBrian Cook
Janus Parent, Inc.
Comapany
March NameJanus Parent, Inc.
4, 2021
March3 4, 2021 Page 3
Page
FirstName LastName
business combination agreement filed with the proxy
statement/prospectus constitute
public disclosure for purposes of the federal securities laws, and you
are responsible for
considering whether additional specific disclosures of material
information about material
contractual provisions of the business combination agreement are
required to make the
statements in the proxy statement/prospectus not misleading. Please
include disclosure
acknowledging that if specific material facts exist that contradict
the representations,
warranties, and covenants in the business combination agreement, you
have provided
corrective disclosure in the proxy statement/prospectus. Furthermore,
if subsequent
information concerning the subject matter of the representations,
warranties, and
covenants in the business combination agreement may or may not be
fully reflected in
your public disclosures, please clarify that your public disclosures
will include any
material information necessary to provide your stockholders a
materially complete
understanding of the business combination agreement disclosures.
Material U.S. Federal Income Tax Considerations, page 116
9. Please delete the term "certain" from the first sentence of this
section.
10. Please file the tax opinions by amendment and include such opinions in
the exhibit index.
If counsel elects to file a short form tax opinion, both the opinion
and the information in
the joint proxy statement/prospectus must state clearly that the
discussion in the joint
proxy statement/prospectus constitutes counsel's opinion. Please
revise your prospectus
disclosure to provide a firm conclusion regarding treatment of the
transaction under
Section 368 and remove language stating that it is intended that, or
generally, certain
material tax consequences will apply. Refer to Section III of Staff
Legal Bulletin No. 19
for guidance.
Officer and Director Compensation, page 134
11. Please revise to quantify the amount of out-of-pocket expenses and
other reimbursements
discussed on page 134.
Experts, page 235
12. Please expand the first paragraph under Experts to identify the entity
that was audited by
BDO USA, LLP, - i.e., Janus Midco, LLC. Also, revise the Exhibit Index
on page II-2 to
correctly indicate that Exhibit 23.2 pertains to the consent of BDO
USA, LLP,
independent registered accounting firm for Janus Midco, LLC, and not
for Janus
International Group, LLC as is currently stated.
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.
Brian Cook
Janus Parent, Inc.
March 4, 2021
Page 4
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.
You may contact Beverly Singleton at (202) 551-3328 or Martin James at
(202) 551-
3671 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sherry Haywood at (202) 551-3345 or Erin Purnell at
(202) 551-
3454 with any other questions.
Sincerely,
FirstName LastNameBrian Cook
Division of
Corporation Finance
Comapany NameJanus Parent, Inc.
Office of
Manufacturing
March 4, 2021 Page 4
cc: Michael Rigdon
FirstName LastName