United States securities and exchange commission logo
May 13, 2021
Matthew Grant
Managing Director, General Counsel
Bridge Investment Group Holdings Inc.
111 East Sego Lily Drive, Suite 400
Salt Lake City, UT 84070
Re: Bridge Investment
Group Holdings Inc.
Draft Registration
Statement on Form S-1
Submitted April 16,
2021
CIK No. 0001854401
Dear Mr. Grant:
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 submitted April 16, 2021
Prospectus Summary, page 1
1. Please add a new
subsection describing the interests of insiders in the
various organizational
transactions and in this offering, including the $75 million pre-
offering distribution
to members of the Operating Company, including the Original Equity
Owners, and the related
party agreements. Please also state clearly that the Original Equity
Holders, including
directors and executive officers, will receive a substantial cash
payment from the
proceeds of this offering in connection with the sale of a portion of their
LLC Interests to the
Company and quantify that aggregate amount.
Matthew Grant
FirstName LastNameMatthew GrantInc.
Bridge Investment Group Holdings
Comapany
May NameBridge Investment Group Holdings Inc.
13, 2021
May 13,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
General, page 83
2. Please revise your MD&A to include a discussion of changes in
financial position for each
of the periods presented in your financial statements.
Fee-Earning AUM, page 90
3. Please revise your rollforward of total fee-earning AUM to separately
present changes due
to market appreciation (depreciation), similar to that provided in
your rollforward of
AUM, or provide an explanation as to why this information is not
included in the
rollforward.
Non-GAAP Financial Measures, page 97
4. Please revise your disclosure surrounding the reconciliation of your
Net Income to Total
Fee Related Earnings to explain how you determine the reconciling line
item for Net
interest (income)/expense and realized (gain)/loss or clarify the
comparable line item(s)
presented on the combined statements of operations on page F-7.
5. Please revise your disclosure surrounding the reconciliation of Fee
Related Revenues to
reconcile, or explain the difference between, Net earnings from Bridge
property operators
included in the reconciliation to the comparable line item(s) on the
combined statements
of operations on page F-7. Please also clarify why you believe this
non-GAAP measure
provides useful information to investors.
6. Please revise your disclosure surrounding the reconciliation of Fee
Related Expenses to
quantify each of the individual reconciling items identified in the
description of Fee
Related Expenses on page 98, detailing how they correlate to the
reconciliation on page
99, which includes only two line items: Cash-based employee
compensation and benefits;
and Net administrative expenses. To the extent these expenses are
recognized in multiple
line items on the face of the income statement, please consider
disaggregating and
distinguishing the adjustment into those multiple components in the
related non-GAAP
reconciliation. Please also clarify why you believe this non-GAAP
measure provides
useful information to investors.
Executive Compensation
Narrative to Summary Compensation Table
Annual Incentive Compensation, page 143
7. Please expand your disclosure to clarify the specific impacts of
COVID-19 on individual
performance, the performance of the Operating Company or otherwise
that resulted in the
mid-year 2020 performance-based cash bonus payments being paid at 75%
of target rather
than the usual 100% of target level.
Matthew Grant
FirstName LastNameMatthew GrantInc.
Bridge Investment Group Holdings
Comapany
May NameBridge Investment Group Holdings Inc.
13, 2021
May 13,
Page 3 2021 Page 3
FirstName LastName
General
8. Please provide us with copies of all written Rule 405 under the
Securities Act, that you, or
anyone authorized to do so on your behalf, have presented or expect to
present to potential
investors in reliance on Section 5(d) of the Securities Act, whether
or not you retained, or
intend to retain, copies of those communications. Please contact
Jessica Livingston at
(202) 551-3448 to discuss how to submit the materials, if any, to us
for our review.
You may contact Ben Phippen at 202-551-3697 or Amit Pande at
202-551-3423 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at
202-551-3217 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance