United States securities and exchange commission logo
August 3, 2021
John Naccarato
General Counsel
Algoma Steel Group Inc.
105 West Street
Sault Ste. Marie, Ontario
P6A 7B4, Canada
Re: Algoma Steel Group
Inc.
Registration
Statement on Form F-4
Filed July 7, 2021
File No. 333-257732
Dear Mr. Naccarato:
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 F-4 Filed July 7, 2021
Unaudited Historical Comparative and Pro Forma Combined Per Share Data
of Legato and
Algoma, page 35
1. You disclose that the
unaudited pro forma book value information and the weighted
average shares
outstanding and net earnings per share information reflect the merger as if
it had occurred on
March 31, 2021. Please be advised that the weighted average shares
outstanding and net
earnings per share information should be determined assuming the
merger occurred on
April 1, 2020. Please clarify or revise accordingly.
2. In regard to the per
share information you present, please address the following:
Revise the current
column header to appropriately label historical columns and
combined pro forma
columns;
John Naccarato
FirstName LastNameJohn
Algoma Steel Group Inc. Naccarato
Comapany
August NameAlgoma Steel Group Inc.
3, 2021
August
Page 2 3, 2021 Page 2
FirstName LastName
Clarify that equivalent pro forma per share amounts would be
equal to combined pro
forma per share amounts due to the exchange ratio of 1:1 on a
post stock split basis;
Provide us your calculation of book value per share for Legato,
it appears the amount
you currently present may improperly include the balance of
common stock subject
to redemption in the numerator;
Provide us your calculation of pro forma book value per share
assuming no
redemptions, it appears the amount you currently present may
improperly be
designated as a negative amount; and
Clarify in footnote (1) that book value per share is calculated
using shares issued and
outstanding as of the end of the period. In this regard, we note
that you refer to
Legato s historical "weighted average shares outstanding" in
the second sentence.
Certain Unaudited Prospective Financial Information Regarding Algoma, page 93
3. Please revise to disclose the "number of assumptions" underlying the
projected financial
information. Also revise to explain how those assumptions relate to
the projected
financial information for Algoma. Quantify the disclosure to the
extent possible.
Proposed EAF Mill to Transform Operations, page 153
4. Please revise to clarify the status of your intended shift to EAF
steelmaking. Also revise
to discuss the amount of capital that will be required to complete
this shift and the
intended source of funds.
Selected Historical Financial Data of Algoma, page 180
5. It appears the amount of Total Shareholder s Equity as of March 31,
2021 disclosed here
is not consistent with the amount presented in the balance sheet on
page F-7. Please
clarify or revise.
Algoma's Management Discussion and Analysis of Financial Condition and Results
of
Operations
General, page 182
6. We note for the year ended March 31, 2019, you present combined
results of operations of
the predecessor for the eight months ended November 30, 2018 and of
the successor for
the four months ended March 31, 2019 in MD&A and in other disclosures
throughout the
filing. It is not clear how you determined it is appropriate to
combine the results of the
predecessor and successor for pre-and post-acquisition periods without
reflecting relevant
pro forma adjustments that would be required by Article 11 of
Regulation S-X. Please
explain why you believe the current presentation is appropriate or
supplement your
discussion of historical results by providing pro forma financial
information for fiscal
2019 prepared in accordance with Article 11 of Regulation S-X. In this
regard, please
explain how the pro forma information is derived, including the nature
and impact of pro
forma adjustments, in order to facilitate an understanding of the
information being
John Naccarato
FirstName LastNameJohn
Algoma Steel Group Inc. Naccarato
Comapany
August NameAlgoma Steel Group Inc.
3, 2021
August
Page 3 3, 2021 Page 3
FirstName LastName
presented.
EBITDA (i), page 191
7. We note you present a non-IFRS measure you identify as EBITDA, as well
as related
margin and ton amounts, in MD&A and throughout the filing. Please
address the
following:
Since the measure you present is adjusted for items in addition to
what the acronym
indicates either revise the measure you present to only include
the adjustments
defined in the acronym or retitle the non-IFRS measures you
present to clearly
indicate that they include additional adjustments. Refer to
Question 103.01 of the
Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Ensure you always present the most directly comparable IFRS
measures,
including related margin and ton amounts, with greater
prominence. Refer to
Question 102.10 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations.
Tell us how you considered Question 100.03 of the Non-GAAP
Financial Measures
Compliance and Disclosure Interpretations. In this regard, we
note you adjust your
non-IFRS measure for expenses but not for the COVID relief you
received in the
current year.
We note you present certain metrics in the filing, including sales
and costs on a per
ton basis, comply with all the requirements of SEC Release No.
33-10751.
Financial Resources and Liquidity
Cash Flow Generated by (Used in) Operating Activities, page 194
8. Please provide a more robust analysis of the changes in net cash
generated by (used in)
operating activities. Your analysis should quantify all factors cited
and address the
material drivers underlying those factors. Please note that merely
citing changes in
working capital items and other items identified in the statement of
cash flows may not
provide a sufficient basis to understand how and why operating cash
between comparative
periods changed. Refer to Section IV.B of SEC Release 33-8350.
Capital Resources - Financial Position and Liquidity, page 196
9. We note from your disclosure on page 197 that you have significant
amounts of
contractual obligations due in the near term, and that you expect to
finance these
contractual obligations through cash flow from operations and funds
from your Revolving
Credit Facility. It is not clear that cash flow from operations and
available borrowings
under the Revolving Credit Facility will be able to support these
contractual obligations.
Please disclose in greater detail management s plans for meeting
these contractual
obligations and the risks and consequences of not meeting them. In
addition, please
address the estimated costs, timing, and funding sources for the
proposed EAF
Transformation.
John Naccarato
FirstName LastNameJohn
Algoma Steel Group Inc. Naccarato
Comapany
August NameAlgoma Steel Group Inc.
3, 2021
August
Page 4 3, 2021 Page 4
FirstName LastName
Unaudited Pro Forma Condensed Combined Consolidated Financial Information
Description of the Transaction, page 201
10. Please revise your disclosures to more fully explain the primary
reason for the material
listing expenses. In this regard, it appears that the material listing
expenses are essentially
due to the fact that the fair value of the Algoma common shares being
issued to the Legato
Founders is substantial greater than the amount the Legato Founders
paid to acquire their
common shares of Legato.
Unaudited Pro Forma Condensed Combined Balance Sheet - As of March 31, 2021,
page 203
11. Please disclose the historical and pro forma common stock issued and
outstanding on the
face of the pro forma balance sheet.
12. We note that the pro forma amount of cash under the maximum redemption
scenario is
less than $200 million. Given the disclosures throughout the filing
regarding the minimum
cash requirement of $200 million that may be waived by Algoma, please
clarify if Algoma
has elected to waive this requirement.
Unaudited Pro Forma Condensed Combined Consolidated Statement of Net Loss - For
the
Twelve Months Ended March 31, 2021, page 206
13. Please disclose historical and pro forma basic and diluted earnings
per share.
Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial
Information
2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information,
page 207
14. Refer to the Legato Statement of Net Income for the period from June
26, 2020 through
March 31, 2021 on page 207. In order for investors to more easily
reconcile the
disclosures in the pro forma Statement of Net Loss to Legato s
historical financial
statements, please revise note 2 to separately present the amounts
from Legato s audited
financial statements for the period ended December 31, 2020 and the
period ended March
31, 2021 to reconcile to the amounts presented for the twelve months
ended March 31,
2021 in the pro forma statement of Net Loss.
15. Refer to adjustments (1)(f) and (2)(f) on pages 209 and 210. Please
expand the footnotes
to disclose and discuss how you determined the estimated fair value of
the earnout shares
and provide a sensitivity analysis that discloses the potential impact
changes in the post
merger stock price would have on the pro forma balance sheet and pro
forma statement of
net loss.
3. Loss Per Share, page 210
16. Please consistently present the pro forma net losses from continuing
operations
attributable to shareholders disclosed on page 211 with the amounts
disclosed in the pro
forma statement of net loss on page 206.
John Naccarato
FirstName LastNameJohn
Algoma Steel Group Inc. Naccarato
Comapany
August NameAlgoma Steel Group Inc.
3, 2021
August
Page 5 3, 2021 Page 5
FirstName LastName
Comparison of Rights of Algoma Shareholders and Legato Stockholders, page 253
17. Please provide your analysis of whether the changes described in this
section are required
to be presented as separate proposals.
Financial Statements of Algoma for the Year Ended March 31, 2021
7. Revenue and Segmented Information, page F-20
18. Please disclose the amount or percent of revenue attributable to the
customer who
represented greater than 10% of total revenue during the year ended
March 31, 2020 and
during the four and eight month periods ended March 31, 2019 and
November 30, 2018 as
required by IRFS 8.34.
Unaudited Financial Statements of Legato Merger Corp for the Quarter Ended
March 31, 2021
Note 5 - Commitments and Contingencies
Registration Rights, page F-53
19. Please disclose any potential cash penalties under the registration
rights agreement, if
applicable. Please also disclose any additional penalties that could
result from delays in
registering common stock.
Note 11 - Subsequent Events, page F-68
20. It is not clear why the disclosures following the subsequent events
footnote on pages F-68
to F-70 have been included in the interim financial statements. Please
advise or revise.
Exhibits
21. Please file the exhibit required by Item 601(b)(8) of Regulation S-K.
In this regard, we
note the disclosure that the parties "intend" to have the merger
qualify as a
reorganization. If counsel cannot provide a "will" opinion regarding
the tax consequences
of the transaction, it should explain the reasons for the uncertainty
and the disclosure
should describe the risks to investors.
22. Please file as exhibits the agreements mentioned in your disclosure
beginning on page
231.
General
23. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company. Please also quantify the fees,
loans and out-of-
pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide similar disclosure for the company s officers
and directors, if
material.
24. Please disclose the sponsor and its affiliates total potential
ownership interest in the
John Naccarato
FirstName LastNameJohn
Algoma Steel Group Inc. Naccarato
Comapany
August NameAlgoma Steel Group Inc.
3, 2021
August
Page 6 3, 2021 Page 6
FirstName LastName
combined company, assuming exercise and conversion of all securities.
25. 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.
26. Please revise the conflicts of interest discussion so that it
highlights all material interests
in the transaction held by the sponsor and the company s officers
and directors. This could
include fiduciary or contractual obligations to other entities as well
as any interest in, or
affiliation with, the target company. In addition, please clarify how
the board considered
those conflicts in negotiating and recommending the business
combination.
27. 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.
28. 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, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
29. 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.
30. Please highlight any material differences in the terms and price of
securities issued at the
time of the IPO as compared to private placements contemplated at the
time of the
business combination.
31. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
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 SiSi Cheng at 202-551-5004 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Geoffrey Kruczek at 202-551-3641 or Perry Hindin at 202-551-3444 with
any other
John Naccarato
Algoma Steel Group Inc.
August 3, 2021
Page 7
questions.
FirstName LastNameJohn Naccarato Sincerely,
Comapany NameAlgoma Steel Group Inc.
Division of Corporation Finance
August 3, 2021 Page 7 Office of Manufacturing
FirstName LastName