SEC Company Response from Rimini Street, Inc. (RMNI) (CIK 0001635282) (RMNI) — Jun 21, 2016
Rimini Street, Inc. (RMNI) (CIK 0001635282)
Date: June 21, 2016 · CIK: 0001635282 · Accession: 0001104659-16-128714
AI Filing Summary & Sentiment
File numbers found in text: 333-211355
Referenced dates: June 10, 2016
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom RE: GP Investments Acquisition Corp. Registration Statement on Form S-4 filed May 13, 2016 (File No. 333-211355)
Dear Ms. Ransom:
We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide, on a supplemental basis, our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 10, 2016 (the “Comment Letter”), relating to the above Registration Statement on Form S-4 (the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response.
The changes made to the Registration Statement in response to the Staff’s comments will be set forth in Amendment No. 1 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration Statement.
Prospectus Cover Page
1. We note your disclosure that immediately following the business combination, Sponsor will hold approximately 28% of WDKN’s outstanding common stock, giving effect to Sponsor’s planned $50 million equity commitment and assuming that no public GPIA shareholders exercise their redemption rights. Please include the percentage of WDKN that will be owned by Sponsor in the event that GPIA shareholders exercise their redemption rights to the maximum extent allowable, based on outstanding shares and on a fully-diluted basis. Please provide comparable disclosure throughout your combined proxy statement and prospectus each time you discuss the relative voting power of Sponsor.
In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement regarding the percentage of WDKN that will be owned by the Sponsor in the event that GPIA shareholders exercise their redemption rights to the maximum extent allowable.
Questions and Answers About the Proposals
Why am I receiving this proxy statement/prospectus..., page 4
2. When you state that GPIA’s board of directors recommends voting in favor each of the proposals, please also briefly cross-reference the conflicts of interests of such directors in the merger, as later discussed beginning on page 35.
In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Revised Registration Statement. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement.
What will World Kitchen’s equityholders receive in return for the acquisition..., page 8
3. Here and on the prospectus cover page, please revise to clearly quantify the portion of merger consideration in terms of the amount of shares and cash that would be issued in exchange for each share of World Kitchen common stock, assuming the merger were to be consummated as of a current date.
In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 9 of the Revised Registration Statement.
4. You indicate that the $500 million aggregate purchase price may be adjusted at closing pursuant to the terms of the merger agreement. Please provide ranges or estimates of such potential adjustments and quantify the relative forms of consideration that may be issued at closing (i.e. between equity and cash) to provide more meaningful disclosure of the aggregate merger consideration likely payable. Please provide comparable disclosure throughout your combined proxy statement and prospectus when discussing the $500 million aggregate purchase price.
In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Revised Registration Statement. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement.
How do our Sponsor and the other initial shareholders intend to vote..., page 18
5. Please disclose that Sponsor and the other initial shareholders may purchase additional shares prior to the closing of the business combination in accordance with the terms set forth on pages 36-37.
In response to the Staff’s comment, the Company has revised the disclosure on page 19 of the Revised Registration Statement.
Summary of the Proxy Statement/Prospectus
Sources and Uses of Funds for the Business Combination, page 38
6. Please revise to state as of what date this information is being presented and clearly state that certain amounts, such as estimated cash from World Kitchen and World Kitchen debt, will likely fluctuate. In this regard, it appears that the amount contained in the trust account is as of a current date. However, it is not readily apparent as of what date the other amounts have been reflected.
In response to the Staff’s comment, the Company has revised the disclosure on page 40 of the Revised Registration Statement.
7. We note your table summarizing the sources and uses for funding the business combination. We note several differences in this table and the information provided in the unaudited pro forma condensed combined financial statements on page 181. For example, the value of the stock to be issued to World Kitchen equityholders, cash proceeds to World Kitchen equityholders and payment of transaction fees. Please reconcile these amounts or explain to us the reasons for the differences.
The Company respectfully advises the Staff that the Sources and Uses table and the unaudited pro forma financial information have been calculated at different dates. In response to the Staff’s comment, the Company has revised the Sources and Uses table on page 40 and the disclosure on page 203 of the Revised Registration Statement to include date references.
Comparative Per Share Data, page 50
8. Please revise to include all of the required elements of Item 3(f) of Form S-4 or explain to us how you believe you have done so. Please also tell us why you have not included historical weighted average shares outstanding and net income per share for WKI Holding Company, Inc.
In response to the Staff’s comment, the Company has revised the Comparative Per Share Data disclosure beginning on page 52 of the Revised Registration Statement.
Risk Factors
Risks Related to the Merger, page 81
9. Please add a risk factor to discuss the risks resulting from the GPIA board of directors’ decision not to obtain a third party valuation of World Kitchen in connection with its determination to approve the merger. Refer to Item 3 of Form S-4.
In response to the Staff’s comment, the Company has revised the disclosure on page 88 of the Revised Registration Statement.
The Merger Proposal
Backgrounds of the Merger, page 115
10. You state that GPIA reviewed 250 companies as potential investment opportunities and “made formal presentations to and/or submitted offers to several companies,” including the seven companies you later identify as Company A through Company G, and none of such opportunities materialized. Please clarify whether you made formal presentations to and/or submitted offers to any companies other than the seven aforementioned entities and, if so, why you have opted to discuss solely Company A through Company G. Please also clarify whether or not World Kitchen was among the 250 companies initially reviewed and, if not, why.
In response to the Staff’s comment, the Company has revised the disclosure on page 120 of the Revised Registration Statement.
11. You note that at the time Mr. Fleiss contacted World Kitchen on October 19, 2015, Morgan Stanley already represented World Kitchen as its financial advisor. Please enhance your disclosure to discuss whether World Kitchen was actively seeking a strategic alternative at this time and whether any competing offers were received by World Kitchen prior to or after GPIA first engaged World Kitchen.
In response to the Staff’s comment, the Company has revised the disclosure on page 120 of the Revised Registration Statement. Additionally, the Company supplementally advises the Staff that the Company is not aware whether World Kitchen received any competing offers from other potential counterparties either prior to or after it first engaged in discussions with World Kitchen.
12. We note that on December 9, 2015, GPIA submitted an indication of interest to World Kitchen reflecting an enterprise value of $513 million in a debt-free, cash-free transaction, which amount was later decreased to $503 million on January 20, 2016, increased to $520 million on February 5, 2016, and reduced to $500 million on March 11, 2016. In this regard we note your disclosure on page 134 that “[t]he consideration to be paid by GPIA was determined through negotiations between GPIA and World Kitchen,” but your disclosure here does not provide any discussion of any counter-offers submitted by World Kitchen or any other meaningful evidence of negotiation between the parties as it pertains to valuation
and the ultimate aggregate merger consideration to be payable by GPIA. Please enhance your disclosure to clarify how the initial proposed valuation of World Kitchen was determined and discuss the underlying reasons behind the subsequent changes in proposed valuation. Please also clearly explain how you arrived at the aggregate merger consideration and the total mix of cash and stock consideration.
In response to the Staff’s comment, the Company has revised the disclosure beginning on page 121 of the Revised Registration Statement.
13. You state that GPIA and World Kitchen entered into an exclusivity period beginning on February 9, 2016. Please enhance your disclosure to clarify whether GPIA extended an offer to any other company as a potential investment opportunity prior to this time.
In response to the Staff’s comment, the Company has revised the disclosure on page 122 of the Revised Registration Statement.
14. Please clarify the roles of the “multiple third-party advisers” you engaged during the due diligence process and referenced on page 119.
In response to the Staff’s comment, the Company has revised the disclosure on page 123 of the Revised Registration Statement.
15. Please elaborate upon the “various valuation metrics” that were discussed on April 13, 2016 and originally prepared by UBS in connection with discussions between GPIA and UBS about the possibility of UBS rendering a fairness opinion and whether those metrics, and any analyses drawn from them, varied from those presented to the board on April 19, 2016.
The Company supplementally advises the Staff that all of the analyses discussed on April 13, 2016 also were presented to the GPIA board of directors on April 19, 2016. The only variance in the valuation metrics discussed on April 13, 2016 was that the figures presented in such earlier discussion reflected the state of the merger agreement negotiations at that point in time and the then-current share price figures.
16. Please revise to clarify the role of the special transaction committee. In this regard, disclosure on page 121 and elsewhere suggests that the special transaction committee was formed solely to assess the fairness of the terms contemplated by the equity commitment letter between GPIA and Sponsor. However, as addressed in the comment below, it appears that the special transaction committee ultimately considered and recommended the transaction with World Kitchen to the full board of directors.
In response to the Staff’s comment, the Company has revised the disclosure on page 124 of the Revised Registration Statement.
17. Please revise your disclosure to provide the factors the special transaction committee relied upon in recommending the transaction with World Kitchen to the full board of directors. In this regard, the factors in support of recommending the transaction to shareholders, as set forth on page 124, are those of the full board, not the special transaction committee.
In response to the Staff’s comment, the Company has revised the disclosure beginning on page 127 of the Revised Registration Statement.
18. Please enhance your disclosure to address how GPIA determined to enter into the equity commitment with Sponsor and whether any alternative strategies, transactions or sources of funding were considered. Include in such discussion what consideration was given to the various advantages and disadvantages of Sponsor’s equity commitment.
In response to the Staff’s comment, the Company has revised the disclosure on page 122 of the Revised Registration Statement.
GPIA’s Board of Directors’ Reasons for Approval of the Merger, page 123
19. We note that the UBS discussion materials were one of the factors considered by GPIA’s board of directors in evaluating the merger with World Kitchen, and that UBS did not prepare, nor was it asked to prepare, a fairness opinion. Please discuss why GPIA determined it would not request a fairness opinion related to the merger from UBS.
In response to the Staff’s comment, the Company has revised the disclosure on page 130 of the Revised Registration Statement.
Description of Financial Analyses and Fairness Opinion of Duff & Phelps, page 127
20. We note the use of Management Projections by Duff & Phelps for its Discounted Cash Flow Analysis. We also note the use of projections by UBS, reflected on page 136. If both sets of projections were prepared by World Kitchen management, please state as much and explain why these projections appear to differ.
In response to the Staff’s comment, a footnote has been added to the Discounted Cash Flow Analysis summary in the section describing Duff & Phelps’ fairness opinion on page 136 of the Revised Registration Statement. The Company supplementally advises the Staff that other than the difference identified in the footnote, the management projections presented to the GPIA board of directors and the Company’s financial advisors were the same (subject to differences in rounding). Furthermore, the company has added additional disclosure regarding the projected financial information in response to the Staff’s comment 24.
Description of Discussion Materials of UBS, page 133
21. You state that since UBS was not requested to render a fairness opinion, “UBS did not follow the procedures that it wo
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CORRESP 1 filename1.htm SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 FIRM/AFFILIATE OFFICES TEL: (212) 735-3000 BOSTON FAX: (212) 735-2000 CHICAGO www.skadden.com HOUSTON LOS ANGELES PALO ALTO DIRECT DIAL WASHINGTON, D.C. (212) 735-2854 WILMINGTON DIRECT FAX (917) 777-2854 BEIJING EMAIL ADDRESS BRUSSELS TIMOTHY.FESENMYER@SKADDEN.COM FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS June 21, 2016 SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom RE: GP Investments Acquisition Corp. Registration Statement on Form S-4 filed May 13, 2016 (File No. 333-211355) Dear Ms. Ransom: We are writing on behalf of our client, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”), to provide, on a supplemental basis, our response to the letter of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated June 10, 2016 (the “Comment Letter”), relating to the above Registration Statement on Form S-4 (the “Registration Statement”). Set forth below are the Company’s responses to the comments raised in the Comment Letter. For the convenience of the Staff, each comment in the Comment Letter is reprinted in bold, italicized text and is followed by the Company’s corresponding response. The changes made to the Registration Statement in response to the Staff’s comments will be set forth in Amendment No. 1 to the Registration Statement (“Revised Registration Statement”), which the Company intends to file with the Commission via EDGAR on or about the date hereof. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Revised Registration Statement. Page references set forth in a response to a comment are to the corresponding page in the Revised Registration Statement. Prospectus Cover Page 1. We note your disclosure that immediately following the business combination, Sponsor will hold approximately 28% of WDKN’s outstanding common stock, giving effect to Sponsor’s planned $50 million equity commitment and assuming that no public GPIA shareholders exercise their redemption rights. Please include the percentage of WDKN that will be owned by Sponsor in the event that GPIA shareholders exercise their redemption rights to the maximum extent allowable, based on outstanding shares and on a fully-diluted basis. Please provide comparable disclosure throughout your combined proxy statement and prospectus each time you discuss the relative voting power of Sponsor. In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement regarding the percentage of WDKN that will be owned by the Sponsor in the event that GPIA shareholders exercise their redemption rights to the maximum extent allowable. Questions and Answers About the Proposals Why am I receiving this proxy statement/prospectus..., page 4 2. When you state that GPIA’s board of directors recommends voting in favor each of the proposals, please also briefly cross-reference the conflicts of interests of such directors in the merger, as later discussed beginning on page 35. In response to the Staff’s comment, the Company has revised the disclosure on page 8 of the Revised Registration Statement. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement. What will World Kitchen’s equityholders receive in return for the acquisition..., page 8 3. Here and on the prospectus cover page, please revise to clearly quantify the portion of merger consideration in terms of the amount of shares and cash that would be issued in exchange for each share of World Kitchen common stock, assuming the merger were to be consummated as of a current date. In response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 9 of the Revised Registration Statement. 4. You indicate that the $500 million aggregate purchase price may be adjusted at closing pursuant to the terms of the merger agreement. Please provide ranges or estimates of such potential adjustments and quantify the relative forms of consideration that may be issued at closing (i.e. between equity and cash) to provide more meaningful disclosure of the aggregate merger consideration likely payable. Please provide comparable disclosure throughout your combined proxy statement and prospectus when discussing the $500 million aggregate purchase price. 2 In response to the Staff’s comment, the Company has revised the disclosure on page 9 of the Revised Registration Statement. Additionally, comparable disclosures have been included in the relevant sections of the Revised Registration Statement. How do our Sponsor and the other initial shareholders intend to vote..., page 18 5. Please disclose that Sponsor and the other initial shareholders may purchase additional shares prior to the closing of the business combination in accordance with the terms set forth on pages 36-37. In response to the Staff’s comment, the Company has revised the disclosure on page 19 of the Revised Registration Statement. Summary of the Proxy Statement/Prospectus Sources and Uses of Funds for the Business Combination, page 38 6. Please revise to state as of what date this information is being presented and clearly state that certain amounts, such as estimated cash from World Kitchen and World Kitchen debt, will likely fluctuate. In this regard, it appears that the amount contained in the trust account is as of a current date. However, it is not readily apparent as of what date the other amounts have been reflected. In response to the Staff’s comment, the Company has revised the disclosure on page 40 of the Revised Registration Statement. 7. We note your table summarizing the sources and uses for funding the business combination. We note several differences in this table and the information provided in the unaudited pro forma condensed combined financial statements on page 181. For example, the value of the stock to be issued to World Kitchen equityholders, cash proceeds to World Kitchen equityholders and payment of transaction fees. Please reconcile these amounts or explain to us the reasons for the differences. The Company respectfully advises the Staff that the Sources and Uses table and the unaudited pro forma financial information have been calculated at different dates. In response to the Staff’s comment, the Company has revised the Sources and Uses table on page 40 and the disclosure on page 203 of the Revised Registration Statement to include date references. Comparative Per Share Data, page 50 8. Please revise to include all of the required elements of Item 3(f) of Form S-4 or explain to us how you believe you have done so. Please also tell us why you have not included historical weighted average shares outstanding and net income per share for WKI Holding Company, Inc. In response to the Staff’s comment, the Company has revised the Comparative Per Share Data disclosure beginning on page 52 of the Revised Registration Statement. 3 Risk Factors Risks Related to the Merger, page 81 9. Please add a risk factor to discuss the risks resulting from the GPIA board of directors’ decision not to obtain a third party valuation of World Kitchen in connection with its determination to approve the merger. Refer to Item 3 of Form S-4. In response to the Staff’s comment, the Company has revised the disclosure on page 88 of the Revised Registration Statement. The Merger Proposal Backgrounds of the Merger, page 115 10. You state that GPIA reviewed 250 companies as potential investment opportunities and “made formal presentations to and/or submitted offers to several companies,” including the seven companies you later identify as Company A through Company G, and none of such opportunities materialized. Please clarify whether you made formal presentations to and/or submitted offers to any companies other than the seven aforementioned entities and, if so, why you have opted to discuss solely Company A through Company G. Please also clarify whether or not World Kitchen was among the 250 companies initially reviewed and, if not, why. In response to the Staff’s comment, the Company has revised the disclosure on page 120 of the Revised Registration Statement. 11. You note that at the time Mr. Fleiss contacted World Kitchen on October 19, 2015, Morgan Stanley already represented World Kitchen as its financial advisor. Please enhance your disclosure to discuss whether World Kitchen was actively seeking a strategic alternative at this time and whether any competing offers were received by World Kitchen prior to or after GPIA first engaged World Kitchen. In response to the Staff’s comment, the Company has revised the disclosure on page 120 of the Revised Registration Statement. Additionally, the Company supplementally advises the Staff that the Company is not aware whether World Kitchen received any competing offers from other potential counterparties either prior to or after it first engaged in discussions with World Kitchen. 12. We note that on December 9, 2015, GPIA submitted an indication of interest to World Kitchen reflecting an enterprise value of $513 million in a debt-free, cash-free transaction, which amount was later decreased to $503 million on January 20, 2016, increased to $520 million on February 5, 2016, and reduced to $500 million on March 11, 2016. In this regard we note your disclosure on page 134 that “[t]he consideration to be paid by GPIA was determined through negotiations between GPIA and World Kitchen,” but your disclosure here does not provide any discussion of any counter-offers submitted by World Kitchen or any other meaningful evidence of negotiation between the parties as it pertains to valuation 4 and the ultimate aggregate merger consideration to be payable by GPIA. Please enhance your disclosure to clarify how the initial proposed valuation of World Kitchen was determined and discuss the underlying reasons behind the subsequent changes in proposed valuation. Please also clearly explain how you arrived at the aggregate merger consideration and the total mix of cash and stock consideration. In response to the Staff’s comment, the Company has revised the disclosure beginning on page 121 of the Revised Registration Statement. 13. You state that GPIA and World Kitchen entered into an exclusivity period beginning on February 9, 2016. Please enhance your disclosure to clarify whether GPIA extended an offer to any other company as a potential investment opportunity prior to this time. In response to the Staff’s comment, the Company has revised the disclosure on page 122 of the Revised Registration Statement. 14. Please clarify the roles of the “multiple third-party advisers” you engaged during the due diligence process and referenced on page 119. In response to the Staff’s comment, the Company has revised the disclosure on page 123 of the Revised Registration Statement. 15. Please elaborate upon the “various valuation metrics” that were discussed on April 13, 2016 and originally prepared by UBS in connection with discussions between GPIA and UBS about the possibility of UBS rendering a fairness opinion and whether those metrics, and any analyses drawn from them, varied from those presented to the board on April 19, 2016. The Company supplementally advises the Staff that all of the analyses discussed on April 13, 2016 also were presented to the GPIA board of directors on April 19, 2016. The only variance in the valuation metrics discussed on April 13, 2016 was that the figures presented in such earlier discussion reflected the state of the merger agreement negotiations at that point in time and the then-current share price figures. 16. Please revise to clarify the role of the special transaction committee. In this regard, disclosure on page 121 and elsewhere suggests that the special transaction committee was formed solely to assess the fairness of the terms contemplated by the equity commitment letter between GPIA and Sponsor. However, as addressed in the comment below, it appears that the special transaction committee ultimately considered and recommended the transaction with World Kitchen to the full board of directors. In response to the Staff’s comment, the Company has revised the disclosure on page 124 of the Revised Registration Statement. 17. Please revise your disclosure to provide the factors the special transaction committee relied upon in recommending the transaction with World Kitchen to the full board of directors. In this regard, the factors in support of recommending the transaction to shareholders, as set forth on page 124, are those of the full board, not the special transaction committee. 5 In response to the Staff’s comment, the Company has revised the disclosure beginning on page 127 of the Revised Registration Statement. 18. Please enhance your disclosure to address how GPIA determined to enter into the equity commitment with Sponsor and whether any alternative strategies, transactions or sources of funding were considered. Include in such discussion what consideration was given to the various advantages and disadvantages of Sponsor’s equity commitment. In response to the Staff’s comment, the Company has revised the disclosure on page 122 of the Revised Registration Statement. GPIA’s Board of Directors’ Reasons for Approval of the Merger, page 123 19. We note that the UBS discussion materials were one of the factors considered by GPIA’s board of directors in evaluating the merger with World Kitchen, and that UBS did not prepare, nor was it asked to prepare, a fairness opinion. Please discuss why GPIA determined it would not request a fairness opinion related to the merger from UBS. In response to the Staff’s comment, the Company has revised the disclosure on page 130 of the Revised Registration Statement. Description of Financial Analyses and Fairness Opinion of Duff & Phelps, page 127 20. We note the use of Management Projections by Duff & Phelps for its Discounted Cash Flow Analysis. We also note the use of projections by UBS, reflected on page 136. If both sets of projections were prepared by World Kitchen management, please state as much and explain why these projections appear to differ. In response to the Staff’s comment, a footnote has been added to the Discounted Cash Flow Analysis summary in the section describing Duff & Phelps’ fairness opinion on page 136 of the Revised Registration Statement. The Company supplementally advises the Staff that other than the difference identified in the footnote, the management projections presented to the GPIA board of directors and the Company’s financial advisors were the same (subject to differences in rounding). Furthermore, the company has added additional disclosure regarding the projected financial information in response to the Staff’s comment 24. Description of Discussion Materials of UBS, page 133 21. You state that since UBS was not requested to render a fairness opinion, “UBS did not follow the procedures that it wo