United States securities and exchange commission logo
March 10, 2021
Todd M. Purdy
Chief Executive Officer
Crescent Acquisition Corp
11100 Santa Monica Blvd., Suite 2000
Los Angeles, CA 90025
Re: Crescent
Acquisition Corp
Preliminary Proxy
Statement on Schedule 14A
Filed February 11,
2021
File No. 001-38825
Dear Mr. Purdy:
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.
Preliminary Proxy Statement on Schedule 14A filed February 11, 2021
Summary of the Proxy Statement, page 37
1. With respect to
LiveVox's business, please consider including definitions of "CRM,"
"WFO," and any other
industry-specific terminology.
2. We note your disclosure
that "[k]ey highlights of LiveVox s business and market
opportunity include a
large and growing CCaaS market opportunity, a differentiated
product, and an
attractive financial profile" and since 2014, "LiveVox accelerated its
revenue growth and
sustained attractive unit economics." Please provide additional
support for these
statements.
Todd M. Purdy
FirstName LastNameTodd
Crescent Acquisition Corp M. Purdy
Comapany
March NameCrescent Acquisition Corp
10, 2021
March2 10, 2021 Page 2
Page
FirstName LastName
Risk Factors, page 57
3. Please include a risk factor disclosing any material risks associated
with GGC maintaining
ownership of at least 30% and at least 35% of the voting power of the
post-business
combination capital stock, including its ability to nominate
directors, designate the
chairperson of the board, and the control that it would have over
certain stockholder
meetings.
Background of the Business Combination, page 166
4. Please revise your disclosure to state the general bases on which you
evaluated all of your
potential acquisition targets. Please also revise to state how you
evaluated (i) Companies
F, G and H as potential targets, and how you determined to cease
discussions with such
parties in favor of pursuing a transaction with F45, and (ii)
Companies I, J, K and L as
potential targets, and how you determined to cease discussions with
such parties in favor
of pursuing a transaction with LiveVox. Finally, please describe why
LiveVox and the
company agreed to use the F45 transaction documents as a starting
point for negotiations,
as well as any relevant provisions, deal structure, valuations and
third party reports from
the F45 transaction that set the basis for negotiations between
LiveVox and the company.
5. We note that on October 14, 2020, you and Credit Suisse discussed the
CCaaS
competitive landscape as well as LiveVox s positioning in the public
markets relative to
its public peers. We also note that on November 2 and 3, 2020, you
held due diligence
calls with members of the Bank of America technology investment
banking team to
discuss LiveVox and its competitive positioning relative to its public
peers. Please
provide additional detail regarding the comparative analysis,
including the basis on which
you evaluated LiveVox's positioning.
6. We note that on December 29, 2020, you determined to revise the
valuation and shift
more value participation to the future, based on future stock price
performance, agreed to
place three-fourths of the founder shares into escrow, to be earned
based on future stock
price performance, and the Sponsor agreed to forfeit and cancel for no
consideration
2,725,000 of the Founder Shares that it holds and all of the 7,000,000
Private Placement
Warrants that it purchased concurrently with the IPO in order to
reduce shareholder
dilution post-closing of the business combination. Please describe how
such
determinations were made and how valuations, comparable companies, and
advisors
played a role in these decisions.
Todd M. Purdy
FirstName LastNameTodd
Crescent Acquisition Corp M. Purdy
Comapany
March NameCrescent Acquisition Corp
10, 2021
March3 10, 2021 Page 3
Page
FirstName LastName
7. Please expand the disclosure in this section to include a more
detailed description of the
negotiations surrounding the material terms of each agreement related
to the business
combination. For example, please specify which of the parties
recommended the
initial consideration, explain how the amount, form and mix of
consideration was
determined, describe how the consideration changed over the course of
the negotiations
until the parties arrived at the final consideration, describe any
assumptions that were
made and projections that were used, and disclose any industry or
business stage
information that was used.
8. Please tell us whether you received any report from any of the various
advisors mentioned
in this section. If you did, please provide the information required
by Item 14(b)(6) of
Schedule 14A.
The Company's Board of Directors' Reasons for the Approval of the Business
Combination, page
174
9. Please elaborate on the factors that the Board considered in
determining that the aggregate
consideration is fair.
LiveVox Management's Discussion and Analysis, page 235
10. We note your statement that LiveVox has "a national sales team that
sells into large
opportunities." Please provide additional detail or examples of what
"large opportunities"
means in this context. In addition, please provide additional
description of LiveVox's
voice portal services.
Impact of COVID-19, page 236
11. We note your statement that "[i]n the third quarter of fiscal 2020,
our business improved,
and our bookings outperformed our budgeted plan for the same period."
Please revise to
clarify when LiveVox introduced its budgeted plan for the period,
clarifying whether third
quarter 2020 performance was the result of a budgeted plan that had
been adjusted to take
into account the anticipated effects of COVID-19.
Key Operating and Non-GAAP Financial Performance Metrics, page 238
12. We note your disclosure of the calculation of the LTM Net Revenue
Retention Rate. We
also note your footnote disclosure that your contracts typically range
from one to three
years and you have $89 million remaining performance obligation which
will be
recognized over 36 months. Please clarify whether your LTM Net Revenue
Retention
Rate calculation is based off of GAAP revenue or billings. Please
explain how you
differentiate monthly contracted and usage revenue to be recurring
revenue and how it
differs from one-time non-recurring revenue. Further, please discuss
how this metric is
useful for investors and whether there are any estimates and
judgements underlying this
calculation.
Todd M. Purdy
Crescent Acquisition Corp
March 10, 2021
Page 4
Description of Securities
Forum Selection Clause, page 276
13. We note your disclosure that your bylaws provide that the federal
district courts of the
United States will be the exclusive forum for resolving any complaint
asserting a cause of
action arising under the federal securities laws. It appears that the
exclusive forum
provision is contained in your amended and restated certification of
incorporation; please
revise your disclosure accordingly. In addition, Article Eleven of the
amended and
restated certificate of incorporation states that the provision does not
apply to claims under
the federal securities laws and that federal district courts will be the
forum for claims
under the Securities Act; however your disclosure does not state that the
provision does
not apply to claims under the federal securities laws, and states that
federal district courts
will be the forum for claims under the federal securities laws. Please
revise your
disclosure for accuracy and consistency. Please expand your discussion in
the last risk
factor on page 111 to describe the exclusive forum provision, including
its applicability to
claims under the federal securities law, discuss the risks of such
provision to investors,
and address any questions as to whether a court would enforce the
provision. In this
regard, we note that 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.
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.
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 Nasreen Mohammed at (202) 551-3773 or Lyn Shenk at
(202) 551-
3380 if you have questions regarding comments on the financial statements and
related
matters. Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at
(202) 551-3222 with
any other questions.
Sincerely,
FirstName LastNameTodd M. Purdy
Division of
Corporation Finance
Comapany NameCrescent Acquisition Corp
Office of Trade &
Services
March 10, 2021 Page 4
cc: Michael J. Mies
FirstName LastName