United States securities and exchange commission logo
February 3, 2023
Heather Childress
Vice President, Deputy General Counsel
Nextracker Inc.
6200 Paseo Padre Parkway
Fremont, California 94555
Re: Nextracker Inc.
Amendment No.2 to
Registration Statement on Form S-1
Filed February 1,
2023
File No. 333-269238
Dear Heather Childress:
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.
Amendment No. 2 to Form S-1 filed February 1, 2023
Capitalization, page 90
1. Please revise the
historical number of redeemable preferred units issued and outstanding
at September 30, 2022
to reflect the reverse unit split. This comment is also applicable to
the unaudited pro forma
condensed combined balance sheet on page 102.
Dilution, page 91
2. You disclose pro forma
net tangible book value of $351.1 million and pro forma as
adjusted net tangible
book value of $176.1 million at September 30, 2022. Please more
fully explain to us,
and revise the filing to clarify, how each amount, as well as the related
per share amounts, were
calculated.
Heather Childress
FirstName
NextrackerLastNameHeather Childress
Inc.
Comapany3,NameNextracker
February 2023 Inc.
February
Page 2 3, 2023 Page 2
FirstName LastName
3. Please revise the table on page 92 that summarizes the total number of
shares of Class A
common stock purchased, the total consideration paid or to be paid,
and the average price
paid per share, by existing stockholders and new investors, at
September 30, 2022, to
address the following:
Provide separate disclosures for each existing stockholder, Flex
and TPG; and
Clarify if the Total Consideration from existing stockholders was
reduced by the
$175 million Distribution that they will receive, if not, explain
why or revise.
Preliminary financial results for the three and nine months ended December 31,
2022
Reconciliation of GAAP to Non-GAAP Financial Measures, page 99
4. It appears Adjusted free cash flow for the nine-month period ended
December 31, 2022
should read $69 million. Please revise the table as appropriate.
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to the Unaudited Pro Forma Condensed Combined Balance Sheet, page 103
5. Refer to note 4. Please more fully explain to us, and revise the
filing to clarify, how you
calculated the net book value of member s interest of $428.1 at
September 30, 2022 and
explain the terms of the non-controlling interests that result in them
being classified as
redeemable. Please also explain why you used the 16.1% interest to
calculate the
redeemable non-controlling interests rather than the 26.75% interest
disclosed in the
forepart of filing, including the diagram on page 19, which includes
the interests held
through the blocker corporations that also appear to be held by
Nextracker Inc.
Notes to the Unaudited Pro Forma Condensed Combined Statements of Operations,
page 106
6. Refer to note 3. Please more fully explain to us, and revise the
filing to clarify, how you
calculated net income and comprehensive income attributable to the
non-controlling
interests during each period based on the amounts of income before
income taxes in the
pro forma financial statements. Please also explain why you used a
80.7% interest to
calculate these amounts relative to either the 83.9% interest used in
note 4 on page 104 or
a 73.25% interest as implied by the 26.75% interest disclosed in the
forepart of filing,
including the diagram on page 19.
7. Refer to note 5. We note you adjusted the weighted average shares
outstanding to add 4.9
million shares to represent the number of shares necessary to repay
the amount of the
$175 Distribution that exceeds the income you generated over the last
12 months. We note
such adjustments are generally required when historical earnings per
disclosures are
adjusted to present pro forma earnings per share disclosures; however,
since your pro
forma earnings per share calculations already include all the shares
that will be issued as a
result of the offering, it is not clear why additional shares would be
required to be added
as it appears this results in more shares outstanding than will be
issued. Please advise or
revise.
Heather Childress
Nextracker Inc.
February 3, 2023
Page 3
8. In regard to Note 7, please explain the inclusion of payment in kind
dividends for the
redeemable preferred units. In this regard, we note the pro forma
statements of operations
assume transactions are presented as if they occurred on April 1, 2021,
which would
appear to include the conversion of the redeemable preferred units.
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 Alex King at 202-551-8631 or Jay Ingram at 202-551-3397 with any other
questions.
Sincerely,
FirstName LastNameHeather Childress
Division of
Corporation Finance
Comapany NameNextracker Inc.
Office of
Manufacturing
February 3, 2023 Page 3
cc: Lindsey A. Smith
FirstName LastName