United States securities and exchange commission logo
May 27, 2021
Jeremy Andrus
Chief Executive Officer
TGPX Holdings I LLC
1215 E Wilmington Ave., Suite 200
Salt Lake City, Utah 84106
Re: TGPX Holdings I LLC
Draft Registration
Statement on Form S-1
Submitted May 3,
2021
CIK No. 0001857853
Dear Mr. Andrus:
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 May 3, 2021
General
1. Please provide us
supplemental copies of all written communications as defined in
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 these
communications. Please
contact legal staff associated with the review of this filing
to discuss how to
submit the materials, if any, to us for review.
2. We note that you have
listed that you achieved a milestone net promoter score of 69.
Please elaborate on the
data behind your net promoter score. For example, please disclose
how you calculated this
metric. In addition, please revise your disclosure to explain what
Jeremy Andrus
FirstName LastNameJeremy Andrus
TGPX Holdings I LLC
Comapany
May NameTGPX Holdings I LLC
27, 2021
May 27,
Page 2 2021 Page 2
FirstName LastName
a net promoter score of 69 means so that investors have a better
understanding of the
importance of this achievement.
Cover Page
3. We note your disclosure that you expect to be a "controlled company"
following the
consummation of this offering. Please revise your prospectus cover
page to provide the
names of the controlling stockholders and their respective percentage
of voting power.
Summary Consolidated Financial and Operating Data
Non-GAAP Financial Measures, page 19
4. We note you present the non-GAAP financial measure, Adjusted EBITDA
Margin. Please
present the most directly comparable GAAP measure with equal or
greater
prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K. This
comment is also
applicable to your disclosure of Adjusted EBITDA Margin on page 74.
Consolidated Financial Statements
General, page F-1
5. Please provide updated interim financial statements and related
disclosures as required by
Rule 3-12 of Regulation S-X.
1 - Description of Business and Basis of Presentation, page F-7
6. We note TGPX Holdings I LLC is a wholly owned subsidiary of TGP
Holdings LP. We
also note TGP Holdings LP issued Class B incentive unit awards to your
employees for
services performed on your behalf and that the equity-based
compensation expense
associated with the awards is pushed down to your financial
statements. Please address the
following:
Explain to us the nature of any other activities and expenses
incurred by TGP
Holdings LP during the periods presented and, if applicable, tell
us how you
determined no additional expense allocations to your financial
statements are
required based on the provisions of SAB Topic 1:B; and
Tell us whether the Class B incentive unit awards issued by TGP
Holdings LP will
remain outstanding or be exchanged for options of Traeger, Inc.
If the units will be
exchanged for options, disclose and discuss the terms of the
exchange and address
any accounting implications.
2 - Summary of Significant Accounting Policies
Revenue Recognition and Sales Returns and Allowances, page F-10
7. Based on disclosures in your accounting policy, in note 3 on page
F-14, and in note 5 on
page F-15, please address the following:
You indicate you have certain contractual programs and practices
with customers that
can give rise to elements of variable consideration such as
customer cooperative
Jeremy Andrus
TGPX Holdings I LLC
May 27, 2021
Page 3
advertising and volume incentive rebates and that you estimate the
variable
consideration using the most likely amount method. Based on the
nature of
your programs, explain to us why you determined the most likely
amount method is
the most appropriate;
You indicate you have entered into contracts with some customers
that allow for
returns and you appear to record a related allowance against account
receivables.
Explain to us how you account for and record returns, including
whether you record
refund assets and refund liabilities or, if not, why; and
You disclose and discuss sales channels in the filing. Explain to
us your consideration
of providing disaggregated revenue disclosures by sales channel.
You may contact Andi Carpenter, Staff Accountant, at (202) 551-3645 or
Anne
McConnell, Staff Accountant, at (202) 551-3645 if you have questions regarding
comments on
the financial statements and related matters. Please contact Sergio Chinos,
Staff Attorney, at
(202) 551-7844 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any
other questions.
Sincerely,
FirstName LastNameJeremy Andrus
Division of
Corporation Finance
Comapany NameTGPX Holdings I LLC
Office of
Manufacturing
May 27, 2021 Page 3
cc: Stelios Saffos
FirstName LastName