United States securities and exchange commission logo
July 9, 2021
J. Morgan Rutman
Chief Financial Officer
Capri Listco
PO Box 1093
Queensgate House
Grand Cayman, KY1-1102
Cayman Islands
Re: Capri Listco
Amendment No. 1 to
Registration Statement on Form F-4
Filed on June 21,
2021
File No. 333-256152
Dear Mr. Rutman:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
[Month day, year] letter.
Amended Registration Statement on Form F-4
What is the amount of cash and/or the number of Listco Class C Shares,
page 11
1. We note your response
to prior comment 6. Please revise the Question to more clearly
reflect the information
discussed in the corresponding Answer. In this regard, it appears
the Question should be
expanded to ask, in part, how exchange rates may affect the
consideration payable.
J. Morgan Rutman
FirstName
Capri ListcoLastNameJ. Morgan Rutman
Comapany
July 9, 2021NameCapri Listco
July 9,2 2021 Page 2
Page
FirstName LastName
Background of the Business Combination, page 107
2. We note your response to prior comment 15 and re-issue in part. Please
further revise to
provide greater detail about your negotiations with Cazoo. As
examples, we continue to
note that you have not discussed the alternative tax structures that
were considered on
March 2, 2021, any material due diligence findings and how they
affected the deal terms,
nor the final stages of your negotiation of the business combination
from March 23, 2021
through signing. We also note that you have not discussed the
background of the ancillary
documents, other than the PIPE agreement, where material. Please make
appropriate revisions.
3. We note your response to prior comment 16. With respect to the three
non-binding
indications of interest, you should provide a detailed discussion of
your meetings and
negotiations with each party, including proposed deal structures,
proposed valuations, and
any specific areas of disagreement. Your disclosure should allow
investors to clearly
comprehend why these three targets were in the final round, how they
differed from one
another, the positives and negative characteristics that you
perceived, and why Cazoo was
the ultimate selection. To the extent your negotiations with the
parties were conducted
concurrently, please discuss the substance of meetings during which
the relative attributes
of the deals were compared and contrasted by your management.
Attractive Valuation, page 116
4. We note your response to prior comment 19. Revise to disclose your
peer groups and
provide the data and analyses that support the resulting multiples you
disclose here. In
addition, please disclose the updated public market comparables
mentioned in the second
full paragraph on page 114.
Certain Projected Financial Information, page 118
5. We note your response to prior comment 21. Please revise to expressly
state, if true, that
the projections summarized here constitute the same projections that
were discussed
during these meetings.
Certain U.S. Federal Income Tax Considerations, page 123
6. We not your response to prior comment 23. If you intend to use a
short-form opinion, the
prospectus must state clearly that the disclosure in the tax
consequences section of the
prospectus is the opinion of Kirkland & Ellis.
M&A Strategy, page 172
7. We note your supplemental disclosure in response to prior comment 25
which states that
none of the four acquisitions are material. If true, please revise to
reconcile this statement
with disclosure in your prospectus which indicates that the
acquisitions are material to
your growth strategy. In addition, if true, please revise your
disclosure here and
J. Morgan Rutman
Capri Listco
July 9, 2021
Page 3
throughout the prospectus to state that the acquisitions are not material
to avoid giving
them undue prominence.
Cazoo Subscription Service, page 176
8. We note your response to prior comment 27. Please expand to disclose the
current price
range for your subscription services. In addition, please expand your
disclosure to discuss
with greater specificity any post-acquisition changes to the short-term
leasing services
provided by Cluno and Drover and/or the associated pricing.
Please contact Daniel Morris at 202-551-3314 or Mara Ransom at
202-551-3264 with
any other questions.
Sincerely,
FirstName LastNameJ. Morgan Rutman
Division of
Corporation Finance
Comapany NameCapri Listco
Office of Trade &
Services
July 9, 2021 Page 3
cc: Debbie Yee
FirstName LastName