United States securities and exchange commission logo
October 15, 2021
Gianluca Tagliabue
Chief Financial Officer
Ermenegildo Zegna Holditalia S.p.A.
Viale Roma 99/100
13835 Valdilana loc. Trivero
Italy
Re: Ermenegildo Zegna
Holditalia S.p.A.
Amendment No. 1 to
Registration Statement on Form F-4
Filed September 30,
2021
File No. 333-259139
Dear Mr. Tagliabue:
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.
Amendment No. 1 to Form F-4
Unaudited Pro Forma Condensed Combined Financial Information
Description of the Business Combination, page 195
1. We note your response
to prior comment 15 and the revisions to your registration
statement; however, we
continue to believe that more prominent disclosure should be
provided regarding the
impact of the capital distribution given its significance on the
liquidity of the
post-merger entity. In this regard, please address, here and in the forepart
of your registration
statement, the potential risks and consequences of using a majority of
the proceeds from the
IIAC public shareholders, the proceeds from the IIAC Sponsor, and
the proceeds from the
PIPE investors to essentially fund a dividend to the controlling
shareholder of Zegna.
Gianluca Tagliabue
FirstName LastNameGianluca Tagliabue
Ermenegildo Zegna Holditalia S.p.A.
Comapany
October 15,NameErmenegildo
2021 Zegna Holditalia S.p.A.
October
Page 2 15, 2021 Page 2
FirstName LastName
Unaudited Pro Forma Condensed Combined Statement of Financial Position as of
December 31,
2020, page 200
2. We note your response to prior comment 14, including the revisions you
made; however,
it continues to appear to us that since Zegna s historical financial
statements do not reflect
the capital distribution, this transaction should also be reflected in
determining the
Adjusted Zegna column. It appears to us that such a presentation will
more appropriately
reflect the historical equity structure of Zegna that the public
shareholders of IIAC are
investing in. Please revise the pro forma balance sheet to more
clearly present the
financial position of Zegna that the public shareholders of IIAC will
invest in by reflecting
a reduction to Zegna's historical equity and a related liability that
would result from the
capital distribution. As noted in your response, since the capital
distribution will be funded
with proceeds from the merger and related transactions, you should
reflect the payment of
the related liability as being paid in the Transaction Accounting
Adjustments.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Presentation, page 205
3. We note your response to prior comment 17. Please expand your
disclosure, regarding the
income tax effects on the pro forma adjustments, to include the
information you provided
in your response letter.
4. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Adjustment (N), page 211
4. Please reconcile total assets (US $) with the amount appearing on the
historical balance
sheet of IIAC and in note 3 or clarify why your current presentation
is appropriate.
5. We note your response to prior comment 21. As previously requested,
please revise your
disclosures to clarify that the primary reason for the significant
listing expense is due to
the fact that the fair value of the Zegna shares being issued to the
IIAC Sponsor in
exchange for their shares of IIAC significantly exceeds the amount the
IIAC Sponsor paid
to acquire their IIAC shares.
5. Net Loss per Share, page 212
6. It appears to us that the IIAC Sponsor should refer to footnote (3).
Please revise your
disclosures accordingly.
Ermenegildo Zegna Holditalia S.p.A Audited Consolidated Financial Statements
7. Revenues, page F-80
7. We note your response to prior comment 30; however, it appears you
provide revenue by
product line on pages 223-227 and segment revenue by sales channel on
pages 233-234.
In this regard, it remains unclear to us why you have not provided
disaggregated revenue
by product line and by sales channel, pursuant to paragraph B88 of
IFRS 15, and why
Gianluca Tagliabue
Ermenegildo Zegna Holditalia S.p.A.
October 15, 2021
Page 3
your MD&A disclosures do not disclose and discuss the factors that
impacted changes in
revenues by product line and by sales channel during each period
presented.
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 Dale Welcome at 202-551-3865 or Anne Mcconnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Perry Hindin at 202-551-3444 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
FirstName LastNameGianluca Tagliabue
Division of
Corporation Finance
Comapany NameErmenegildo Zegna Holditalia S.p.A.
Office of
Manufacturing
October 15, 2021 Page 3
cc: Scott D Miller
FirstName LastName