View:
United States securities and exchange commission logo
July 27, 2021
Stanley Chia
Chief Executive Officer
Vivid Seats Inc.
111 N. Canal Street
Suite 800
Chicago, Illinois 60606
Re: Vivid Seats Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 7, 2021
File No. 333-256575
Dear Mr. Chia:
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 June
25, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4 Filed July 7, 2021
Notice of Solicitation of Written Consents of the Holders of Horizon IPO
Public Warrants and
Horizon IPO Private Placement Warrants
1. Please revise your
disclosure to clarify how many Horizon IPO Public Warrants are
needed to approve the
amendment to the Warrant Agreement. In this regard, we note your
disclosure that the
vote or written consent of holders of at least 65% of the outstanding
Horizon IPO Public
Warrants are needed to approve the amendment and that the Sponsor
currently holds
5,166,666 Horizon IPO Public Warrants.
Stanley Chia
FirstName
Vivid SeatsLastNameStanley Chia
Inc.
Comapany
July NameVivid Seats Inc.
27, 2021
July 27,
Page 2 2021 Page 2
FirstName LastName
Background of the Business Combination, page 101
2. We note your revised disclosure in response to our prior comment 9.
Please further revise
to disclose the number of targets on which Horizon conducted
"extensive due diligence"
and include a more detailed discussion regarding any material
meetings, discussions or
negotiations that Horizon held with these potential targets. Please
ensure that your
disclosure addresses the general industry of such targets and the
reason why you did not
pursue the business combination with such targets despite extensive
due diligence and
substantial efforts.
3. We note your revised disclosure in response to our prior comment 10.
Please revise to
clarify whether any of the Horizon II representatives or parties that
participated in the
negotiations between Hoya Topco and Horizon II were the same
representatives or
parties involved in the negotiations between Hoya Topco and Horizon.
Please also
disclose how the sponsor of Horizon and Horizon II determined that
Horizon was the
appropriate acquirer for Vivid Seats.
4. We note your revised disclosure in response to our prior comment 11.
Please further
revise to include more detail regarding any valuation discussions. For
example, please
provide more detail about the conference call held on February 16,
2021 regarding Vivid
Seats financial model and projections, how the parties came to an
agreement on the $2.4
billion valuation in the final term sheet, and the negotiations
between the parties that
occurred through the first two weeks of April, culminating the week of
April 11, 2021,
after which the parties agreed to reduce the enterprise value from
$2.4 billion to
approximately $2.0 billion. Given Horizon II proposed an initial
valuation of $2.4 billion
that was ultimately agreed upon in the final term sheet, please also
include a description of
any discussions between management of Horizon II and Horizon relating
to the valuation.
In this regard, we note that there is overlap between the management
of Horizon II and
Horizon, but they are not the same.
5. We reissue our prior comment 12 in part. Please clarify whether the
materials intended
for potential SPAC counterparties that were prepared by Hoya Topco,
Vivid Seats
management, the Private Equity Owner and Evercore, as disclosed on
page 103, and the
PIPE Investor Presentation, prepared in part by Evercore and
considered by Horizon's
board of directors on April 16, 2021, constitute reports materially
related to the transaction
that are required to be filed under Item 1015(b) of Regulation M-A.
Refer to Item 4(b) of
Form S-4. Please also provide more detail regarding the relationship
of Vista Equity
Partners to the parties and Vista Equity Partners' role in the
transaction.
6. We reissue our prior comment 13 in part. With respect to your revised
disclosure
regarding the evolution of negotiations of the material terms of the
transaction, please
explain the reason and significance of each material issue and term
discussed at the
meetings, each party s position on such issues, and how you reached
agreement on the
final terms.
Stanley Chia
FirstName
Vivid SeatsLastNameStanley Chia
Inc.
Comapany
July NameVivid Seats Inc.
27, 2021
July 27,
Page 3 2021 Page 3
FirstName LastName
7. We reissue our prior comment 15 in part. Please disclose how the due
diligence and
related discussions impacted the terms of the transaction.
Certain Forecasted Financial Information for Vivid Seats PubCo, page 114
8. We note your revised disclosure in response to our prior comment 21
and reissue our
comment in part. Please tell us whether the financial projections and
comparable
companies analysis included in the investor presentation for
prospective investors in the
PIPE Subscription are the same as those included in your filing. If
they are different,
please include such analyses in your filing and explain the material
differences with the
current disclosure in your filing.
Interests of Certain Persons in the Business Combination, page 117
9. We note your response to our prior comment 22. Please quantify the
value of Sponsor's
ownership interest in Vivid Seats assuming the completion of the
business combination
and based on the transaction value of the business combination as
compared to the price
paid by Sponsor for its ownership interest in Horizon.
U.S. Federal Income Tax Considerations
Effects of the Merger on U.S. Holders, page 123
10. We reissue our prior comment 24 in part. Separate from the opinion
that the Merger
"should" qualify as a F Reorganization, please revise to add
disclosure explaining why
counsel cannot give a firm opinion, assuming that the Merger does
qualify as a F
Reorganization, that holders will not recognize a gain or loss upon
consummation of the
transactions. In the alternative, please provide a firm opinion on
such tax
consequences. Please also revise your disclosure to clarify that the
discussion in the
sections titled "D. Tax Consequences for U.S. Holders of Horizon IPO
Public Warrants"
and "C. U.S. Holders that Own Public Shares with a Fair Market Value
of Less Than
$50,000" are the opinion of counsel, as you represent that the
transactions described in
these sections should not be taxable. Further, as counsel is issuing
at least one "should"
opinion, please include risk factor disclosure regarding the
uncertainty of this
opinion(s). Lastly, please file a short-form tax opinion as Exhibit 8
to the registration
statement stating clearly that the disclosure in the tax consequences
section of the
prospectus is the opinion of counsel.
Components of Results of Operations, page 215
11. We reissue our prior comment 29 in part. You state that general and
administrative costs
include information technology expenses comprising primarily of cloud
hosting services,
software licenses, and software development activities not
capitalized. Please further
explain how these costs are not directly dedicated to revenue
generating activities. We
also note that your "born-in the-cloud technology platform" is
integral to the generation of
revenues.
Stanley Chia
Vivid Seats Inc.
July 27, 2021
Page 4
General
12. Please provide an analysis explaining why you believe the proposed
Warrant Amendment
does not constitute the offer and sale of a new security. Please explain
why you believe
Section 5 of the Securities Act does not apply to what may be an offer
and sale of a new
security, and, if you are relying on an exemption, please identify the
exemption and
explain the basis for your reliance.
You may contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at
202-551-
3336 if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Erin Jaskot at
202-551-3442 with any
other questions.
Sincerely,
FirstName LastNameStanley Chia
Division of
Corporation Finance
Comapany NameVivid Seats Inc.
Office of Trade &
Services
July 27, 2021 Page 4
cc: Cathy A. Birkeland
FirstName LastName