United States securities and exchange commission logo
November 26, 2021
Alec Scheiner
Chief Executive Officer
RedBall Acquisition Corp.
667 Madison Avenue
16th Floor
New York, NY 10065
Re: RedBall Acquisition
Corp.
Registration
Statement on Form S-4
Filed October 29,
2021
File No. 333-260610
Dear Mr. Scheiner:
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 filed October 29, 2021
Cover Page
1. Please amend your cover
page to include the exchange ratio for all of the securities in the
First Merger
transaction, and the dollar amount of cash consideration per share.
Selected Definitions, page iv
2. We note your disclosure
that "NPS is based on a customer research study of 2,023
consumers performed by
Marketing & Research Resources ( M&RR ) in August 2019,
which was commissioned
by SeatGeek." Please file the consent of M&RR as an exhibit
to your registration
statement, or tell us why you believe you are not required to do so.
See Section 7 and Rule
436 of the Securities Act.
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 2 26, 2021 Page 2
FirstName LastName
Cautionary Statement Regarding Forward-Looking Statements, page xiii
3. We note your disclosures cautioning investors not to unduly rely on
your statements of
belief or similar statements of belief and opinions, including that
"These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and
must be not relied on by an investor as, a guarantee, an assurance, a
prediction or a
definitive statement of fact or probability," and "These statements
are based upon
information available to us or SeatGeek, as the case may be, as of the
date of this proxy
statement/prospectus, and while we or SeatGeek, as the case may be,
believes such
information forms a reasonable basis for such statements, such
information may be limited
or incomplete, and such statements should not be read to indicate that
such party has
conducted an exhaustive inquiry into, or review of, all potentially
available relevant
information." Please revise your disclosure to remove any implication
that you are not
responsible for assessing the reasonableness and soundness of the
information included in
your disclosures.
Ownership of New SeatGeek following the Business Combination, page 11
4. We note that your table on page 12 excludes the dilutive impact of
certain additional
issuances of common stock, including Earnout Shares and shares
issuable upon the
exercise of certain options and warrants. Please amend your table to
show the impact of
these additional issuances on the ownership of New SeatGeek following
the business
combination. Please also amend your table to include interim scenarios
between the no
redemption and maximum redemption scenarios.
Quorum and Vote of RedBall Shareholders, page 13
5. We note your disclosure that the Sponsor and each director of RedBall
have agreed to vote
all of their founder shares and any other RedBall public shares held
by them in favor of
the proposals being presented at the extraordinary general meeting.
Please amend your
disclosure to clarify the number of votes by public shareholders not
subject to these voting
agreements that are required to approve each of the proposals. Make
conforming changes
to your risk factor disclosure beginning on the bottom of page 47.
Interests of RedBall's Directors and Executive Officers in the Business
Combination, page 15
6. We note your disclosure that will quantify the dollar value of the
13,195,000 shares of
New SeatGeek common stock that the Sponsor (including the independent
directors and
excluding any shares that may be issued in the Backstop Subscription)
will hold following
the Business Combination. Please also quantify the value of the the
150,000 RedBall
Class B ordinary shares directly owned by RedBall's independent
directors and the 30,000
RedBall Class B ordinary shares held by RHGM. Finally, include the
current value of
securities held, loans extended, fees due, and out-of-pocket expenses
for which the
sponsor and its affiliates are awaiting reimbursement.
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 3 26, 2021 Page 3
FirstName LastName
7. We note your disclosure that "the Sponsor, SeatGeek or their
directors, officers, advisors
or respective affiliates may purchase public shares from institutional
and other investors
who vote, or indicate an intention to vote, against any of the
Condition Precedent
Proposals, or execute agreements to purchase such shares from such
investors in the
future, or they may enter into transactions with such investors and
others to provide them
with incentives to acquire public shares or vote their public shares
in favor of the
Condition Precedent Proposals." Please tell us how these purchases
comply with Rule
14e-5 of the Exchange Act.
8. Please clarify what is meant by your statement that RedBird BD's
engagement is an
"incremental related party transaction" to the related party
transactions discussed in the
prospectus for RedBall's initial public offering.
Sources and Uses of Funds for the Business Combination, page 19
9. Please clarify what is meant by "Sponsor Promote" in your chart on
page 19.
Risk Factors, page 23
10. 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.
11. With respect to the Sponsor and its affiliates, please address the
following:
Please highlight the risk that the sponsor will benefit from
the completion of a
business combination and may be incentivized to complete an
acquisition of a less
favorable target company or on terms less favorable to
shareholders rather than
liquidate.
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.
Risks Related to SeatGeek's Business and Industry
"The COVID-19 pandemic has had, and is likely to continue to have, a material
negative impact .
.. .", page 23
12. We note your disclosure that "Until such time as fans are allowed at
live music, sporting
and theatrical events in meaningful numbers, our revenue will be
negatively impacted and
it is possible these circumstances continue for a longer period of
time than currently
anticipated." Please clarify what constitutes "meaningful numbers,"
and provide an
estimate of the amount of time you expect to pass before these
meaningful numbers are
reached.
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 4 26, 2021 Page 4
FirstName LastName
"Our contracts with SeatGeek Enterprise clients . . .", page 34
13. In an appropriate place in your filing, please describe the material
terms of your contracts
with SeatGeek Enterprise clients. In your discussion, please clarify
why these contracts
may not be immediately profitable or profitable in a timely manner.
"Our payments system depends on third-party providers and is subject to risks
that may harm our
business.", page 42
14. You disclose that "Nearly all our revenue is associated with payments
processed through a
single provider, which relies on banks and payment card networks to
process
transactions." Please amend your disclosure to identify this provider,
briefly discuss the
terms of any agreement with this provider, and file any agreement with
this provider as an
exhibit to your registration statement. Alternatively, tell us why you
believe you are not
required to do so. See Item 601(b)(10) of Regulation S-K.
"Some jurisdictions, in particular jurisdictions outside the United States . .
..", page 42
15. We note your disclosure that "Some jurisdictions prohibit the resale
of event tickets (anti-
scalping laws) at prices above the face value of the tickets or at
all, or highly regulate the
resale of tickets, such as by setting maximum resale prices." Please
amend your
disclosure to provide additional detail about this regulations,
including the jurisdictions
affected, a description of the relevant prohibition on resale or
maximum resale pricing
regulations, and whether these restrictions relate to geographical
locations representing a
material portion of your revenue.
"We are subject to extensive governmental regulation . . .", page 45
16. We note your disclosure that "We have incurred legal expenses in
connection with the
defense of governmental investigations and litigation in the past and
may be required to
incur additional expenses in the future regarding such investigations
and litigation."
Please describe the circumstances of these investigations and
litigation, if material,
including a quantification of the additional expenses incurred.
"Since the holders of RedBall founder shares, including our directors, have
interests that are
different . . .", page 48
17. You disclose that "RedBall's existing directors and officers will be
eligible for continued
indemnification and continued coverage under RedBall's directors' and
officers' liability
insurance after the Business Combination and pursuant to the Business
Combination
Agreement." Please disclose the duration of the continued
indemnification and liability
insurance coverage.
"We may be forced to close the Business Combination even if . . .", page 50
18. We note your disclosure that "we may be forced to close the Business
Combination even
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 5 26, 2021 Page 5
FirstName LastName
if we were to determine it is no longer in our shareholders' best
interest to do so (as a
result of such material adverse event) which could have a significant
negative impact on
our business, financial condition or results of operations." However,
you disclose on page
104 that the obligations of RedBall, Merger Sub One and Merger Sub Two
to consummate
the Transactions is conditioned upon there being no Company Material
Adverse Effect
that is continuing. Please clarify the circumstances under which
RedBall would be forced
to consummate a transaction with a continuing material adverse event
having occurred.
"Your unexpired warrants may be redeemed prior to their exercise . . .", page
58
19. Please clarify whether recent common stock trading prices exceed the
threshold that
would allow the company to redeem public warrants. Clearly explain the
steps, if any, the
company will take to notify all shareholders, including beneficial
owners, regarding when
the warrants become eligible for redemption.
"Concentration of ownership among New SeatGeek's executive officers, directors
and their
affiliates . . .", page 71
20. Please amend your prospectus cover page to include a description and
quantification of
the significant level of control New SeatGeek's executive officers,
directors and their
affiliates will hold in the combined company over all matters
requiring stockholder
approval.
Unaudited Pro Forma Condensed Combined Financial Information, page 81
21. Please amend your disclosure to address the following:
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.
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.
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.
Representations and Warranties, page 97
22. Please amend your disclosure in this section to describe the specific
representations and
warranties of each of the parties, rather than providing a general
list of the topics covered
by these representations and warranties.
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 6 26, 2021 Page 6
FirstName LastName
Conditions to the Obligations of RedBall, Merger Sub One and Merger Sub Two,
page 104
23. Please amend the disclosure in your filing to briefly define "Company
Material Adverse
Effect."
Conditions to the Obligations of SeatGeek, page 105
24. Please amend your disclosure to briefly describe in your filing the
certain sections of the
business combination referenced in your first bullet in this section.
Termination; Effectiveness, page 105
25. Please amend your disclosure to briefly describe the provisions that
will survive any
termination of the BCA.
Background of the Business Combination, page 111
26. We note your disclosure that "Between December 2020 and April 2021,
RedBall
participated in introductory management meetings, entered into
confidentiality agreements
and engaged in material negotiations regarding non-binding letters of
intent with three
other potential business combination targets. RedBall ultimately
determined not to pursue
a business combination with these other potential targets and
terminated discussions."
Please amend your disclosure to provide additional detail about these
alternative parties,
including when and how Redball contacted or was contacted by these
parties; the details
of any negotiations or agreements that took place; and when and why
RedBall ultimately
determined not to pursue a transaction with each party specifically.
27. For the meetings discussed throughout this section, specifically on
and after February 24,
2021, please disclose whether counsel for either or both parties were
present, and identify
each party's counsel.
28. We note your disclosure on page 114 that "the initial enterprise value
of $1,500 million
was meaningfully below a competing proposal received by SeatGeek."
Please amend
your disclosure to discuss the other proposal(s) considered by
SeatGeek, describe any
discussions SeatGeek held with respect to this proposal(s), and
disclose when and why
SeatGeek ultimately decided not to pursue a transaction with an
alternative target. Please
also disclose the amount of the "proposed earnouts" discussed
throughout this section.
29. Please disclose how RedBall determined the initial enterprise value of
SeatGeek to be
$1,500 million, and the subsequent enterprise value(s) of SeatGeek
discussed throughout
this section.
30. You disclose on page 114 that "On May 15, 2021, representatives of
RedBall and
representatives of SeatGeek continued negotiating various business
issues related to
SeatGeek s revised Initial Term Sheet." Please amend your disclosure
to discuss the
"various issues" negotiated at that meeting. Make conforming changes
throughout this
section to provide additional detail where you describe issues
discussed at meetings
Alec Scheiner
RedBall Acquisition Corp.
November 26, 2021
Page 7
generally. For example, where you discuss "certain" or "various"
matters, considerations
and changes, describe the same in detail. Include a discussion of the
positions of each
party and any relevant negotiations.
31. Please quantify "the proposed advisory fees to be paid to each of
Goldman Sachs and
RedBird BD" discussed on the top of page 117.
32. We note your disclosure on page 118 that following September 8, 2021,
there were
"[a] number of discussions among the parties and their respective
legal counsel," and the
parties exchanged multiple drafts of the Business Combination
Agreement and other
ancillary transaction documentation throughout the period leading up
to the parties' entry
into the Business Combination Agreement on October 13, 2021. Please
amend your
disclosure to describe the details of these discussions, including the
positions of the parties
and the terms that were negotiated by the parties throughout this
period.
33. We note your reference to "comparable companies in analogous markets
and other
materials provide by SeatGeek's management in the virtual data room."
Please clarify
whether RedBall's board considered these comparable companies in its
determination that
SeatGeek was an attractive target, and if so, disclose the selected
comparable companies
and relevant data about such companies that the board reviewed and how
these companies
supported the board's conclusion.
RedBall's Board of Directors' Reasons for the Business Combination, page 120
34. Please reconcile your disclosure that "ticketing demand is expected to
grow in line
with pre-pandemic rates and continue to grow in the years to come"
with your disclosure
in your risk factor on page 23 that "[a]t this time, it is impossible
to know or predict when
events will be held at a pre-pandemic scope and scale as national and
local governments
around the world continue to enforce various restrictions on large
gatherings." As a
related matter, please provide support for your statement that there
has been a "quick
rebound" of the music and concert business, given the uncertainty of
the industry's
recovery from COVID-19 discussed elsewhere in your filing.
35. You disclose that the RedBall Board considered "reports from third-party
experts
Crosslake (technical due diligence) and Deloitte (tax and Quality of
Earnings due
diligence)." It appears that these reports may be "a report, opinion or
appraisal materially
related to the transaction" pursuant to Item 4(b) of Form S-4.
Therefore, please provide
the information required by Item 1015(b) of Regulation M-A with respect
to such report,
opinion or appraisal. Refer to Item 14(b)(6) of Schedule 14A.
Alternatively, please
provide us with your legal analysis as to why you are not required to
provide this
FirstName LastNameAlec Scheiner
disclosure. As a related matter, in an appropriate place in your filing,
please disclose the
Comapany NameRedBall
compensation paid Acquisition
to CrosslakeCorp.
and Deloitte in connection with these
reports.
November 26, 2021 Page 7
FirstName LastName
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 8 26, 2021 Page 8
FirstName LastName
Projected Financial Information
Certain Forecasted Financial Information for SeatGeek, page 126
36. We note that you discuss the general assumptions underlying SeatGeek's
forecasted
financial information. Please amend your disclosure to discuss the
specific assumptions
underlying these forecasts. For example, where you disclose that
SeatGeek considered
the timing and scope of the return of live events, clarify the
specific assumptions related to
this timing and scope. Make similar changes to the disclosure for all
of the relevant bullet
points in this section.
37. We note your reference in your discussion of the Background of the
Business to "updated
financial projections" in connection with the PIPE presentation.
Please clarify whether
the projections provided in this section are those initially presented
to the board, and
whether they include the update for the PIPE presentation. If note,
please tell us why.
Please also clarify, in an appropriate place in your filing, why
updated projections were
provided to the PIPE investors.
38. We note your disclosure that "[t]his prospective financial information
was prepared in the
third quarter of 2021 when significant uncertainty surrounded the live
event market and
the scope of regulatory activity targeted to reduce transmission of
COVID-19, but large
events, particularly in professional sports, were increasingly being
held." Please amend
your disclosure to clarify how the prospective financial information
took into account the
uncertainty related to the amount of time until fans are allowed at
live music, sporting and
theatrical events in meaningful numbers such that your revenue will no
longer be
impacted negatively.
U.S. Federal Income Tax Considerations, page 164
39. We note that you provide a discussion of the tax consequences of only
the domestication,
exercise of redemption rights, and ownership and disposition of shares
of New SeatGeek
common stock and New SeatGeek warrants after the Domestication. Please
amend your
discussion to include the tax consequences of all of the transactions
covered by this
proxy/registration statement, including the First Merger and Second
Merger. See Item
4(a)(6) of Form S-4.
RedBall's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 205
40. Please amend your risk factors to disclose the risks related to your
management's
determination that your working capital deficit raises substantial
doubt about your ability
to continue as a going concern.
Business of SeatGeek
Overview, page 211
41. We note your disclosure throughout your description of business
describing the various
Alec Scheiner
RedBall Acquisition Corp.
November 26, 2021
Page 9
constituents, product offerings, and primary and secondary revenue
streams. For clarity in
understanding your business model, please clearly describe how you
generate revenue
from each product offering, including Enterprise, Seller Services, and
Marketplace. For
example, please describe the fee structure of each offering. Please
also disclose the
percentage of your total revenue you generate from each product
offering, and primary
compared to secondary revenue streams.
42. We note your disclosure that you are "the fastest growing ticketing
company at scale
based on management's estimates of gross ticketing volume growth from
2017 to 2019
among our competitor ticketing marketplaces (Ticketmaster, Vivid Seats
and StubHub)."
Please briefly describe how you define and measure gross ticketing
volume growth, and
quantify this growth for the periods discussed in your filing.
Further, please clarify
whether you are still the fastest growing ticketing company as of the
most recent fiscal
year presented in your filing, and the most recent interim period.
43. We note your references to SeatGeek Swaps throughout your filing,
including that it is
you "hassle-free return policy." In an appropriate place in your
filing, please amend your
disclosure to describe this return policy, including when and how
customers can return
tickets. Include a discussion of the impact of your return policy on
your revenues.
44. We note your references throughout the filing to your international
business operations.
Please amend your description of business to describe these
operations, including the
international markets in which you operate, and the percentage of your
total revenues
generated from your international business operations.
SeatGeek Platform Network Effects, page 213
45. Please briefly describe how you calculate "conversion rate," and
disclose you conversion
rate for the year ended December 31, 2020 and the most recent interim
period presented in
your filing. As a related matter, we note that the graphic on page 214
includes certain data
for the period from 2015-2019. To provide investors with a complete
and current
representation of your business and operating results, please amend
your disclosure here
and throughout your description of business to provide data as of your
most recent fiscal
year-end and your most recent interim financial period. Please update
your "Industry
Opportunity" disclosure as well.
Competition, page 220
46. We note your disclosure that "Most ticketing agreements are multi-year
and exclusive."
In an appropriate place in your filing, please identify the significant
multi-year agreements
to which you are a party, if any, and briefly describe the material
terms of the same,
FirstName LastNameAlec Scheiner
including duration. Please file any relevant agreements as exhibits to
your registration
Comapany NameRedBall
statement, or tell usAcquisition Corp. you are not required to do so.
See Item 601(b)(10)
why you believe
of Regulation
November S-K.9
26, 2021 Page
FirstName LastName
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 10 26, 2021 Page 10
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Legal Proceedings
William Trader v. SeatGeek, Inc., page 222
47. Please amend your disclosure to quantify the actual damages and
equitable monetary
relief, punitive damages, statutory damages, declaratory judgment,
costs and attorneys'
fees sought by the plaintiff, if estimable and material.
Our Government Regulations, page 222
48. We note your disclosure that the industry in which you operate is
highly regulated, and
that "[t]hese laws and regulations involve privacy, data protection
and security,
intellectual property, competition, consumer protection, ticketing,
payments, taxation and
other matters." Please amend your disclosure in this section to
describe the specific
regulations referenced generally in the disclosure noted above. Please
disclose how each
of these regulations applies to you specifically, and whether you are
currently in
compliance with these regulations. Make conforming changes to your
risk factors.
Seat Geek's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Comparison of the Six Months Ended June 30, 2021 and 2020
Net Revenue, page 229
49. You disclose "See Note 4 to our unaudited interim condensed
consolidated financial
statements included elsewhere in this proxy statement/prospectus for
more information on
breakdown of net revenue." To enhance investors' understanding of your
net revenue for
the period presented, please amend your disclosure here to provide a
discussion of the
breakdown of net revenue. See Item 303(a) of Regulation S-K. Make
conforming
changes to your disclosures on pages 231 and 233.
Beneficial Ownership of Securities, page 254
50. We note your disclosure that "The following table does not reflect
record of beneficial
ownership of any shares of New SeatGeek common stock issuable upon
exercise of public
warrants or private placement warrants, as such securities are not
exercisable or
convertible within 60 days of [], 2021." Please disclose the Sponsor's
and its affiliates'
beneficial ownership interest in the combined company, assuming
exercise and conversion
of all securities.
Comparison of Corporate Governance and Shareholder Rights, page 274
51. Your charter waived the corporate opportunities doctrine. In an
appropriate place in your
filing, please address this potential conflict of interest and whether
it impacted your search
for an acquisition target.
Alec Scheiner
FirstName LastNameAlec
RedBall Acquisition Corp.Scheiner
Comapany 26,
November NameRedBall
2021 Acquisition Corp.
November
Page 11 26, 2021 Page 11
FirstName LastName
RedBall Acquisition Corp
Statement of Changes in Shareholders' Equity, page F-5
52. We note in your Form 10-Q, filed November 9, 2021, you revised your
financial
statements as of September 30, 2020 to classify all Class A ordinary
shares subject to
possible redemption in temporary equity. However, we also note you
have not restated all
periods presented in your Form S-4. Considering the significant impact
of the error on
your shareholder's equity (deficit) for all periods presented, please
provide us with your
SAB 99 analysis supporting your conclusion that the error is not
material to your financial
statements. Also, explain how you concluded there was not a material
weakness in your
internal control over financial reporting and both your internal
control over financial
reporting and disclosure controls and procedures were effective as of
September 30, 2021.
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 Blaise Rhodes at (202) 551-3774 or Angela Lumley at
(202) 551-
3398 if you have questions regarding comments on the financial statements and
related
matters. Please contact Katherine Bagley at (202) 551-2545 or Dietrich King at
(202) 551-
8071 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: John M. Bibona