United States securities and exchange commission logo
June 11, 2021
Eric Scheyer
Chief Executive Officer
Star Peak Corp II
1603 Orrington Avenue, 13th Floor
Evanston, IL 60201
Re: Star Peak Corp II
Registration
Statement on Form S-4
Filed May 14, 2021
File No. 333-256161
Dear Mr. Scheyer:
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.
Registration Statement on Form S-4
Forward-looking Statements; Market, Ranking and Other Industry Data,
page 21
1. Please amend your
filing to provide sources for the industry data cited therein. For
example, please provide
source information for your statement that 67% of consumers are
open to changing their
eating habits that harm the environment, 39% of Americans are
actively trying to
incorporate more plant-based foods into their diets, and more than 50%
of Americans are
willing to reduce their meat intake, and your statement that Benson
Hill's addressable
market is estimated at more than $140 billion in the plant-based meat
segment by 2029 and $5
trillion in the broader agri-food industry.
Eric Scheyer
FirstName LastNameEric Scheyer
Star Peak Corp II
Comapany
June NameStar Peak Corp II
11, 2021
June 11,
Page 2 2021 Page 2
FirstName LastName
Risk Factors, page 27
2. Please clarify the meaning of non-transgenic gene-edited agricultural
products.
3. Please disclose the material risks to unaffiliated investors presented
by taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
The extent to which the COVID-19 pandemic and resulting deterioration of
worldwide economic
conditions adversely impact our business, page 33
4. Please revise this risk factor and your disclosure under Management's
Discussion and
Analysis of Financial Condition and Results of Operations to discuss
any material impact
COVID-19 has had on Benson Hill's results of operations and financial
condition or
advise.
The future exercise of registration rights may adversely affect the market
price of New Benson
Hill Common Stock, page 50
5. Please disclose the number of shares that will be subject to
registration rights under the
Investor Rights Agreement.
There is no guarantee that a STPC public stockholder s decision whether to
redeem their shares
for a pro rata portion..., page 58
6. Revise your disclosure to show the potential impact of redemptions on
the per share value
of the shares owned by non-redeeming shareholders by including a
sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum
and interim
redemption levels.
7. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, and convertible
securities, including
warrants retained by redeeming shareholders, at each of the redemption
levels detailed in
your sensitivity analysis, including any needed assumptions.
8. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
9. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Eric Scheyer
Star Peak Corp II
June 11, 2021
Page 3
10. We note that Goldman Sachs and Credit Suisse performed additional
services after the
initial public offering and part of the initial public offering
underwriting fee was deferred
and conditioned on completion of a business combination. Please
quantify the aggregate
fees payable to Goldman Sachs and Credit Suisse that are contingent on
completion of the
business combination.
Unaudited Pro Forma Combined Financial Information, page 60
11. We note that you present two pro forma scenarios, depicting a range of
possibilities
between no redemption and redemption of 40,250,000 Class A shares in
exchange for
$402.5 million, which you describe as the maximum redemption scenario.
Tell us the
extent to which you have received indications from shareholders
regarding their intentions
to redeem or retain their shares that would make any scenario within
this range more
likely to occur; and if you have formulated an expectation based on
such indications or
other information, describe that process and your consideration to
providing an additional
corresponding pro forma scenario.
12. Please modify your pro forma presentation such that it is apparent
that certain transaction
adjustments listed under the column heading, No Redemption Scenario
are also applicable
to the Maximum Redemption Scenario. In this regard, we note
Transaction Adjustments
(c) through (h) are listed under the title, No Redemption Scenario
Transaction
Adjustments on page 65; however, all but Transaction adjustment (g)
are applicable to
Maximum Redemption Scenario as well.
13. We note in Transaction Adjustment (g) you reclassify the STPC
Warrants, valued at $14.2
million to Additional paid in capital. Please disclose why you have
reclassified this
liability amount to equity and what the remaining warrant liability in
the amount of $12.3
represents.
14. We note in connection with the merger you will enter into an earn out
arrangement under
which shares will be placed in escrow and may be released to certain
pre-closing Benson
Hill equity holders and the Sponsor upon achieving certain market
share price milestones
within a three year period. In addition, we note earn out awards with
a value equivalent to
2,037,320 shares of New Benson Hill common stock will be granted under
a
new incentive plan to certain holders of Benson Hill options. Please
expand your pro
forma financial information to explain your planned accounting
treatment for
these arrangements.
Information About Benson Hill, page 88
FirstName LastNameEric Scheyer
15. Please discuss in greater detail your investment in the Vero Beach,
Florida facility
Comapany NameStar
scheduled to bePeak Corp IIby the end of 2021, including whether you
have entered into
completed
any
June 11, agreement
2021 Page 3 related to such investment.
FirstName LastName
Eric Scheyer
FirstName LastNameEric Scheyer
Star Peak Corp II
Comapany
June NameStar Peak Corp II
11, 2021
June 11,
Page 4 2021 Page 4
FirstName LastName
Intellectual Property, page 97
16. Please disclose when your patents expire. Refer to Item
101(c)(1)(iii)(B) of Regulation S-
K.
Regulation of Plant Biotechnology Products, page 99
17. Please revise to clarify whether your plant biotechnology products are
exempt from
regulation under the Plant Protection Act.
Our Compensation Program, page 100
18. Please revise to disclose the specific financial and operating
performance metrics used to
determine the performance-based compensation and payouts under Benson
Hill's Annual
Incentive Plan during its most recently completed fiscal year. Refer
to Item 402(b) of
Regulation S-K.
Results of Operations by Segment
Segment Profit, page 111
19. Please revise your reconciliation of Adjusted EBITDA to begin with the
GAAP measure,
rather than the non-GAAP measure. Refer to Question 102.10 of the
Non-GAAP
Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Security Ownership of Certain Beneficial Owners and Management of New Benson
Hill, page
121
20. Please disclose the natural person or persons who directly or
indirectly exercise sole or
shared voting or investment control over the shares held by GV,
iSelect Fund
Management, LLC, Argonautic Ventures Master SPC, Prelude Fun, LP, S2G
Ventures
and Mercury. Refer to Item 403 of Regulation S-K and Rule 13d-3 of the
Securities
Exchange Act of 1934.
The Merger
Unaudited Prospective Financial Information of Benson Hill, page 134
21. Please clarify the extent to which the projected items represent the
most probable specific
amount for each financial item projected, and reconcile your statement
indicating you do
not intend to provide any update or revision to the prospective
information, with Item
10(b)(3)(iii) of Regulation S-K, as it may pertain to circumstances
under which you would
know or have reason to know that your previously disclosed projections
no longer have a
reasonable basis.
22. Please revise your disclosure to qualitatively and quantitatively
discuss all material
assumptions underlying the projections, including your growth
assumptions. For
example, please quantify the assumptions underlying your revenue
growth, including
Eric Scheyer
FirstName LastNameEric Scheyer
Star Peak Corp II
Comapany
June NameStar Peak Corp II
11, 2021
June 11,
Page 5 2021 Page 5
FirstName LastName
revenue growth by segment and acreage, as well as your expenses, if
material. In addition,
please address whether the projections assume the business combination
is completed.
23. We also note your disclosure that the prospective operational and
financial information
reflects assumptions as to certain business decisions that are subject
to change. If material,
please identify such business decisions and quantify the effects
associated with such
decisions.
Certain Financial Analysis, page 135
24. We note your disclosure that Barclays sent, via email to STPC, their
initial list of public
comparable companies to Benson Hill. Please disclose in more specific
detail the
methodology and criteria used to select the companies in the
comparable public
companies analysis and disclose the underlying data reflected in the
tabular disclosure. If
any companies that fit the criteria were excluded, please discuss the
reason such
companies were excluded. In addition, please revise to clarify who
prepared the
comparable company analysis.
Background of the Merger, page 139
25. We note your disclosure that during its search process, STPC initiated
contact with more
than 159 potential targets and met with approximately 40 management
teams of such
potential targets, 77 investors and shareholders of potential targets
and approximately 13
investment banks or advisors. Please revise your disclosure to provide
additional detail
regarding the search process, including whether STPC entered into any
substantive
discussions or sought indications of interest from any potential
target other than Benson
Hill, or entered into a nondisclosure agreement with any other
potential target, and the
timing and progress of such discussions. In addition, disclose why
STPC determined not
to pursue a transaction with any such other potential targets.
26. Please substantially revise your disclosure throughout this section to
provide details
regarding the specific issues discussed between each party identified
and the key
negotiated terms of the proposed business combination with Benson
Hill. For example,
please discuss what prompted discussions between STPC and Sanjeev
Krishnam of s2g
Ventures, Eric O'Brien of Fall Line, David Krane of GV and Mark Cupta
of Prelude
Ventures, and their role in the negotiations. Please also clarify how
the parties determined
the type and amount of consideration and related terms, including the
initial terms
included in the initial preliminary term sheet sent to Benson Hill on
February 22, 202 and
the reasons for any revisions in the executed term sheet on February
24, 2021 and in the
amended and restated preliminary term sheet executed on March 19, 2021
and April 23,
2021.
27. Please discuss any material executive summary that was provided by
third party advisors
and discussed between March 23, 2021 and March 24, 2021 by the STPC
board members
and management.
Eric Scheyer
FirstName LastNameEric Scheyer
Star Peak Corp II
Comapany
June NameStar Peak Corp II
11, 2021
June 11,
Page 6 2021 Page 6
FirstName LastName
28. Please elaborate on the role of Goldman Sachs and Credit Suisse
Securities. In that
regard, we note your disclosure that between February 18, 2021 and
February 22, 2021,
STPC had various calls with its board members, advisors (Goldman Sachs
and Credit
Suisse) and consultants to discuss the letter of intent, Benson Hill
s business, the public
comparable companies provided by Barclays and valuation.
29. We note that your amended and restated certificate of incorporation
waived the corporate
opportunities doctrine. Please address this potential conflict of
interest and whether it
impacted your search for an acquisition target.
30. Please disclose who selected potential PIPE investors, and disclose
any relationships
between the PIPE investors and STPC, the sponsor, the target and its
affiliates, and the
placement agents. In addition, disclose how the terms of the PIPE
transaction was
determined.
Recommendation of the STPC Board of Directors and Reasons for the Merger, page
146
31. You disclose that in evaluating and recommending the merger, the STPC
board
considered that the STPC stockholders would have a substantial
economic interest in the
combined company. Please revise to quantify such interest.
32. We note your references in this section to Benson s Hill s strong
growth prospects, highly
attractive growth profile, recent growth in certain key financial
metrics (including certain
operational metrics), and that the board noted that Benson Hill was
well-positioned in its
industry for strong future growth. If material to the STPC board s
reasons for the merger,
provide more detail regarding these items considered by the board.
33. Disclose whether and how the STPC board considered the amount and form
of merger
consideration in recommending the transaction. If the board did not
take this factor into
account in recommending the transaction, disclose its rationale.
Interests of STPC Directors and Executive Officers in the Merger, page 149
34. We note your disclosure on page 85 that your sponsor or an affiliate
of your sponsor, or
certain of your officers and directors may, but are not obligated to,
make working capital
loans to you, and if you complete a business combination, you would
repay the working
capital loans out of the proceeds of the trust account released to
you. Please disclose the
amount of any such loans outstanding.
35. Please revise to clarify if the sponsor and its affiliates can earn a
positive rate of return on
their investment, even if other shareholders of STPC experience a
negative rate of return
on the post-business combination entity.
Satisfaction of 80% Test, page 149
36. We note your disclosure on page 40 that the fair market value of
Benson Hill has been
determined by STPC s board of directors based upon standards
generally accepted by the
Eric Scheyer
Star Peak Corp II
June 11, 2021
Page 7
financial community, such as potential sales and the price for which
comparable
businesses or assets have been valued. Please revise to clarify how
the STPC board of
directors determined the fair market value of Benson Hill.
Other Agreements
Support Agreements, page 170
37. We note your disclosure that concurrent with the execution of the
merger agreement,
certain holders representing approximately 67% of the outstanding
shares of Existing
Benson Hill Common Stock and Benson Hill Preferred Stock (determined
on an as-
converted basis) entered into support agreements with STPC. Please
confirm, if true, that
the support agreements were entered into only by executive officers,
directors, affiliates,
founders and holders of 5% or more of Benson Hill's voting equity
securities, and that
Benson Hill is soliciting consents from shareholders who have not
signed the agreement
and would be ineligible to purchase in a private offering. For
guidance, refer to Securities
Act Sections Compliance and Disclosure Interpretation 239.13. In
addition, revise to
disclose the percentage of the outstanding shares entitled to vote
that are held by directors
and executive officers of Benson Hill. Refer to Item 3(h) of Form S-4.
Material U.S. Federal Income Tax Consequences, page 186
38. Please amend the disclosure throughout your filing, including this
section and your
Questions and Answers section, to describe the material federal income
tax consequences
of the merger and related transactions, and not just the federal
income tax consequences of
redemptions. See Item 4(a)(6) of Form S-4. If the merger and related
transactions are not
taxable to shareholders, please file a tax opinion with your
registration statement. Refer to
Item 601(b)(8) of Regulation S-K. For guidance, refer to Section III
of Staff Legal
Bulletin No. 19.
Comparison of Stockholders' Rights, page 206
39. We note your disclosure on page 57 and in Article XI of New Benson
Hill s second
amended and restated certificate of incorporation 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 Securities Act but that the forum selection
provision will not
apply to claims brought to enforce a duty or liability created by the
Exchange Act.
However, such disclosure is not consistent with your disclosure here
and on page 213.
Please revise.
Financial
FirstNameStatements,
LastNameEricpageScheyer
F-1
Comapany
40. NameStar
Please Peak
update the Corp II and pro forma financial statements
included in your
historical
registration
June 11, 2021 Pagestatement
7 in accordance with Rule 3-12 and Article 11 of
Regulation S-X.
FirstName LastName
Eric Scheyer
FirstName LastNameEric Scheyer
Star Peak Corp II
Comapany
June NameStar Peak Corp II
11, 2021
June 11,
Page 8 2021 Page 8
FirstName LastName
Exhibits
41. Please tell us what consideration you have given to filing the Loyalty
Agreement with
Messrs. Crisp and Wilkins and the offer letter with Mr. Wilkins as
exhibits to your
registration statement. Refer to Item 601(b)(10)(iii) of Regulation
S-K. In addition, we
note your disclosure on page 129 that you expect to finalize
employment agreements with
New Benson Hill's Chief Executive Officer, Chief Financial Officer and
Chief Technical
Officer prior to, and effective upon, the closing of the merger.
Please file such agreements
as exhibits to your filing.
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 Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Bryan D Flannery