SEC Company Response from Rimini Street, Inc. (RMNI) (CIK 0001635282) (RMNI) — Aug 9, 2017
Rimini Street, Inc. (RMNI) (CIK 0001635282)
Date: Aug. 9, 2017 · CIK: 0001635282 · Accession: 0001567619-17-001658
AI Filing Summary & Sentiment
File numbers found in text: 333-219101
Referenced dates: July 28, 2017
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission GP Investments Acquisition Corp. Registration Statement on Form S-4 Filed June 30, 2017 File No. 333-219101
RE:
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 July 28, 2017 (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.
Mara L. Ransom
Unites States Securities and Exchange Commission
August 9, 2017
Page 2
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.
Summary of the Joint Proxy Statement/Prospectus
Merger Consideration, page 28
1.
We note your disclosure on page 29 and elsewhere in the filing that you expect warrants issued to the Origination Agent will result in 3,537,412 warrants for shares of RMNI common stock and will represent approximately 20.5% of the total outstanding common stock of RMNI following the consummation of the businesses combination based on Scenario No. 1 assumptions. It appears that this calculation is based on basic shares rather than shares on a fully-diluted basis. As the warrants are assumed to be outstanding only on a fully diluted basis, please tell us why such percentage is not presented on a fully diluted basis.
In response to the Staff’s comment, we have amended the disclosure on page 30 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to make clear that the number of shares, and percentage of share capital, is presented on a fully-diluted basis. As with other amendments made to the Revised Registration Statement, these figures have been updated to assume a Closing Date of September 29, 2017.
2.
We note that one of the uses of funds is the repayment of Rimini Street debt. We further note that the amount is described as additional payments to reduce the amounts owed under the Credit Facility to $50 million. Please explain to us why you have assumed you will reduce the Credit Facility to $50 million. It appears you have made different assumptions regarding debt repayment in your description of merger consideration on page 106 and in the pro forma financial statements on page 174.
In response to the Staff’s comment, we have amended the disclosure on page 47 of the Revised Registration Statement to address this comment. As disclosed in the Revised Registration Statement, the decision of the Company and Rimini Street to reduce the amounts owed under the Credit Facility to $50 million reflects the assessment of the Company and Rimini Street as to the prudent capitalization for the business of RMNI following consummation of the business combination and takes into account, among other things, the amount of cash available from the trust account to be applied towards the repayment of the existing indebtedness of Rimini Street based on the assumptions set forth in the paragraph above the table on page 47 of the Revised Registration Statement.
Mara L. Ransom
Unites States Securities and Exchange Commission
August 9, 2017
Page 3
The unaudited pro forma condensed combined balance sheet as of June 30, 2017 set forth on page 180 of the Revised Registration Statement has been amended to reflect that the amount outstanding under the Credit Facility in the pro forma combined column of Scenario No. 1 is $50 million, which comprises $2 million of current maturities of long-term debt (set forth under current liabilities) and $48 million of contractual obligations, net of current maturities (set forth under long-term liabilities).
Selected Historical Financial Information of GPIA, page 50
3.
You state that the financial information presented is in thousands, except per share amounts; however, this does not appear to be the case. Please revise accordingly.
In response to the Staff’s comment, we have amended the disclosure on pages 51 and 52 of the Revised Registration Statement to amend this typographical error.
Risks Related to the Consummation of the Domestication
Upon consummation of the business combination, the rights of holders of RMNI. . ., page 87
4.
We note that upon consummation of the business combination, the new certificate of incorporation and bylaws of RMNI will eliminate the common stockholders’ abilities to call a special meeting or take action by written consent in lieu of a meeting, will require authorized holders of sixty-six and two-thirds percent of the then outstanding RMNI capital stock vote to amend RMNI’s certificate of incorporation and bylaws, and will adopt Delaware as the exclusive forum for certain stockholder litigation. Please revise your risk factors section to provide a risk factor discussing the material risks to shareholder rights in adopting these provisions.
In response to the Staff’s comment, we have inserted additional risk factors on pages 89 and 90 of the Revised Registration Statement that discuss the material risks to stockholder rights in adopting these provisions in the new certificate of incorporation and bylaws of RMNI.
GPIA Business Combination Proposal
The Merger Agreement
Merger Consideration, page 104
5.
Refer to the table presented on page 106 that presents a calculation of the estimated merger consideration assuming a closing date of August 31, 2017. We note that the estimated closing date indebtedness and closing date cash is as of May 31, 2017 while the closing date unpaid transaction expenses is as of August 31, 2017. Given the fluidity of cash and debt balances, please tell us why such you believe balances as of May 31, 2017 is an appropriate proxy for the balances as of August 31, 2017. Furthermore, you present estimated cash from Rimini Street as of August 31, 2017 in the table on page 46. Please tell us why this amount is not presented as the estimated closing date cash as of August 31, 2017.
Mara L. Ransom
Unites States Securities and Exchange Commission
August 9, 2017
Page 4
In response to the Staff’s comment, we have amended the disclosure on page 109 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to present the estimation of the merger consideration assuming a Closing Date of September 29, 2017, which is the Company’s current expectation as to the date that the business combination will be consummated.
6.
Throughout your registration statement you state that 50,183,837 shares of RMNI common stock will be issued to stockholders of Rimini Street as merger consideration. Based on a per share issue price of $10.00 of RMNI shares, the total value of the shares to be issued equates to approximately $501.8M. Please reconcile the share value of $501.8 million to the merger consideration of $618.5 million presented on page 106 and explain the reconciling items. In doing so, tell us whether the 50,183,837 shares is an estimate as of May 31, 2017 or as of August 31, 2017, the expected closing date of the merger. Please make necessary revisions throughout your registration statement.
In response to the Staff’s comment, we have amended the disclosure on pages x, 5 and 90-91 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to explain the merger consideration calculation and explain how the number of ordinary shares issued to the former equity holders of Rimini Street upon consummation of the business combination reconciles with the value of the merger consideration.
As disclosed on the aforementioned pages of the Revised Registration Statement, in determining the economic value of the RMNI options and RMNI warrants to be issued as part of the merger consideration, the merger consideration calculation takes into account the applicable exercise price of each vested Rimini Street option and each Rimini Street warrant outstanding immediately prior to the consummation of the first merger.
As disclosed on the aforementioned pages of the Revised Registration Statement, based on the assumptions described therein, assuming a Closing Date of September 29, 2017, the merger consideration would consist of (i) 48,520,015 shares of RMNI common stock (ii) RMNI warrants being issued that are exercisable in respect of 3,419,405 shares of RMNI common stock and (iii) RMNI options being issued that are exercisable in respect of 13,211,737 shares of RMNI common stock, in each case being issued to the former equityholders of Rimini Street pursuant to the merger agreement.
7.
Clarify when you will know whether additional equity or debt financing is needed to facilitate the proposed business combination and how you will advise shareholders of your intent to enter into such arrangements.
Mara L. Ransom
Unites States Securities and Exchange Commission
August 9, 2017
Page 5
The Company keeps under regular review any potential equity financing needs and opportunities in connection with the business combination. As disclosed on pages iv-v, xii and 110 of the Revised Registration Statement, the purposes of any such financings may include increasing the likelihood of the Company having a minimum of $50,000,000 of available cash upon consummation of the first merger, which is a condition to consummation of the first merger.
The Company will not have final information on the number of public shares that shareholders have elected to redeem in connection with the business combination until the date of the extraordinary general meeting.
If the Company determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the business combination, the Company may enter into one or more binding commitments for the issuance of such additional equity in advance of the extraordinary general meeting (and before or after the effectiveness of the Revised Registration Statement).
As disclosed on pages v, xii and 110 of the Revised Registration Statement, if the Company enters into a binding commitment in respect of any such additional equity financing, the Company will file a Current Report on Form 8-K with the Commission to disclose details of any such equity financing.
The Company has also included a “question and answer” with this disclosure, which is included on page 9 of the Revised Registration Statement.
Background to Business Combination, page 119
8.
We note that GPIA made formal presentations to and/or submitted offers to a handful of companies, including Rimini Street. Please revise to provide the factors you initially considered that led to your initial decision to consider pursuing Rimini Street as a potential target.
In response to the Staff’s comment, we have revised the disclosure on page 123 of the Revised Registration Statement.
9.
We note that on March 27, 2017 Messrs. Fleiss, Boscolo, Fisher, and Gant “discussed in greater detail a potential transaction involving Rimini Street and GPIA.” Please revise to provide material details about what was discussed at that meeting.
In response to the Staff’s comment, we have revised the disclosure on page 124 of the Revised Registration Statement.
10.
You state GPIA entered into an exclusivity period between April 18, 2017 and May 9, 2017. Please enhance your disclosure to clarify whether GPIA extended any offers to any other company as a potential investment opportunity during to this time.
Mara L. Ransom
Unites States Securities and Exchange Commission
August 9, 2017
Page 6
We respectfully advise the Staff that the Company did not extend any offers to any other company as a potential investment opportunity during the exclusivity period between April 18, 2017 and May 9, 2017.
In response to the Staff’s comment, we have revised the disclosure on page 125 of the Revised Registration Statement.
Description of Discussions with Citi, page 125
11.
Please revise to disclose the method by which Citi was selected. If no other financial advisors were considered, please disclose that fact. Refer to Item 4(b) of Form S-4 and Item 1015(b)(3) of Regulation M-A.
In response to the Staff’s comment, we have revised the disclosure on page 128 of the Revised Registration Statement.
Miscellaneous, page 127
12.
We note that Citi is entitled to deferred underwriting commissions upon consummation of your initial business combination for services rendered in connection with your IPO and we note from your IPO registration statement on Form S-1 filed April 17, 2015, that Citi agreed to waive their rights to their deferred underwriting commission held in the trust account in the event you do not complete your initial business combination. Please disclose these facts, where appropriate, throughout your registration statement. Additionally, please include a risk factor discussing the potential conflict of interest stemming from Citi’s interest in the consummation of the merger transaction and the financial information and analyses Citi provided to your board’s Special Transaction Committee who used such information to render their recommendation to the board to approve the merger transaction with Rimini Street.
In response to the Staff’s comment, we have revised the disclosure on pages 43-44, 95-96 and 136-137 of the Revised Registration Statement, together with cross-references to such disclosure in relevant places in the Revised Registration Statement.
U.S. Federal Income Tax Considerations, page 163
13.
We note that your exhibit index does not provide for a tax opinion. Please confirm that you will file the required opinion regarding tax matters or tell us why you believe an opinion is not required. Please refer to Item 601(b)(8) of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19.
In response to the Staff’s comment, we have revised the disclosure on pages 170 and 175 of the Revised Registration Statement to disclose that each of Skadden, Arps, Slate, Meagher & Flom LLP and Wilson Sonsini Goodrich & Rosati, Professional Corporation shall provide a tax opinion. The forms of tax opinion have been filed as Exhibits 8.1 and 8.2 to the Revised Registration Statement. The signed versions of the tax opinions will be included in a subsequent amendment to the Revised Registration Statement prior to the effectiveness thereof.
Mara L. Ransom
Unites States Securities and Exchange Commission
August 9, 2017
Page 7
Information About Rimini Street
Competitive Strengths, page 207
14.
Please disclose the basis for all your assertions about your competitive position within your industry. If you do not have independent support for a statement, please revise the language to make clear that this is your belief based upon management’s experience in the industry, if true. If applicable, please also provide independent supplemental materials that support your assertions, with appropriate markings to highlight the applicable portion of the source and cross-references to the re
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CORRESP 1 filename1.htm 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 June 30, 2017 File No. 333-219101 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 July 28, 2017 (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. Mara L. Ransom Unites States Securities and Exchange Commission August 9, 2017 Page 2 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. Summary of the Joint Proxy Statement/Prospectus Merger Consideration, page 28 1. We note your disclosure on page 29 and elsewhere in the filing that you expect warrants issued to the Origination Agent will result in 3,537,412 warrants for shares of RMNI common stock and will represent approximately 20.5% of the total outstanding common stock of RMNI following the consummation of the businesses combination based on Scenario No. 1 assumptions. It appears that this calculation is based on basic shares rather than shares on a fully-diluted basis. As the warrants are assumed to be outstanding only on a fully diluted basis, please tell us why such percentage is not presented on a fully diluted basis. In response to the Staff’s comment, we have amended the disclosure on page 30 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to make clear that the number of shares, and percentage of share capital, is presented on a fully-diluted basis. As with other amendments made to the Revised Registration Statement, these figures have been updated to assume a Closing Date of September 29, 2017. 2. We note that one of the uses of funds is the repayment of Rimini Street debt. We further note that the amount is described as additional payments to reduce the amounts owed under the Credit Facility to $50 million. Please explain to us why you have assumed you will reduce the Credit Facility to $50 million. It appears you have made different assumptions regarding debt repayment in your description of merger consideration on page 106 and in the pro forma financial statements on page 174. In response to the Staff’s comment, we have amended the disclosure on page 47 of the Revised Registration Statement to address this comment. As disclosed in the Revised Registration Statement, the decision of the Company and Rimini Street to reduce the amounts owed under the Credit Facility to $50 million reflects the assessment of the Company and Rimini Street as to the prudent capitalization for the business of RMNI following consummation of the business combination and takes into account, among other things, the amount of cash available from the trust account to be applied towards the repayment of the existing indebtedness of Rimini Street based on the assumptions set forth in the paragraph above the table on page 47 of the Revised Registration Statement. Mara L. Ransom Unites States Securities and Exchange Commission August 9, 2017 Page 3 The unaudited pro forma condensed combined balance sheet as of June 30, 2017 set forth on page 180 of the Revised Registration Statement has been amended to reflect that the amount outstanding under the Credit Facility in the pro forma combined column of Scenario No. 1 is $50 million, which comprises $2 million of current maturities of long-term debt (set forth under current liabilities) and $48 million of contractual obligations, net of current maturities (set forth under long-term liabilities). Selected Historical Financial Information of GPIA, page 50 3. You state that the financial information presented is in thousands, except per share amounts; however, this does not appear to be the case. Please revise accordingly. In response to the Staff’s comment, we have amended the disclosure on pages 51 and 52 of the Revised Registration Statement to amend this typographical error. Risks Related to the Consummation of the Domestication Upon consummation of the business combination, the rights of holders of RMNI. . ., page 87 4. We note that upon consummation of the business combination, the new certificate of incorporation and bylaws of RMNI will eliminate the common stockholders’ abilities to call a special meeting or take action by written consent in lieu of a meeting, will require authorized holders of sixty-six and two-thirds percent of the then outstanding RMNI capital stock vote to amend RMNI’s certificate of incorporation and bylaws, and will adopt Delaware as the exclusive forum for certain stockholder litigation. Please revise your risk factors section to provide a risk factor discussing the material risks to shareholder rights in adopting these provisions. In response to the Staff’s comment, we have inserted additional risk factors on pages 89 and 90 of the Revised Registration Statement that discuss the material risks to stockholder rights in adopting these provisions in the new certificate of incorporation and bylaws of RMNI. GPIA Business Combination Proposal The Merger Agreement Merger Consideration, page 104 5. Refer to the table presented on page 106 that presents a calculation of the estimated merger consideration assuming a closing date of August 31, 2017. We note that the estimated closing date indebtedness and closing date cash is as of May 31, 2017 while the closing date unpaid transaction expenses is as of August 31, 2017. Given the fluidity of cash and debt balances, please tell us why such you believe balances as of May 31, 2017 is an appropriate proxy for the balances as of August 31, 2017. Furthermore, you present estimated cash from Rimini Street as of August 31, 2017 in the table on page 46. Please tell us why this amount is not presented as the estimated closing date cash as of August 31, 2017. Mara L. Ransom Unites States Securities and Exchange Commission August 9, 2017 Page 4 In response to the Staff’s comment, we have amended the disclosure on page 109 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to present the estimation of the merger consideration assuming a Closing Date of September 29, 2017, which is the Company’s current expectation as to the date that the business combination will be consummated. 6. Throughout your registration statement you state that 50,183,837 shares of RMNI common stock will be issued to stockholders of Rimini Street as merger consideration. Based on a per share issue price of $10.00 of RMNI shares, the total value of the shares to be issued equates to approximately $501.8M. Please reconcile the share value of $501.8 million to the merger consideration of $618.5 million presented on page 106 and explain the reconciling items. In doing so, tell us whether the 50,183,837 shares is an estimate as of May 31, 2017 or as of August 31, 2017, the expected closing date of the merger. Please make necessary revisions throughout your registration statement. In response to the Staff’s comment, we have amended the disclosure on pages x, 5 and 90-91 of the Revised Registration Statement (and other relevant places in the Revised Registration Statement) to explain the merger consideration calculation and explain how the number of ordinary shares issued to the former equity holders of Rimini Street upon consummation of the business combination reconciles with the value of the merger consideration. As disclosed on the aforementioned pages of the Revised Registration Statement, in determining the economic value of the RMNI options and RMNI warrants to be issued as part of the merger consideration, the merger consideration calculation takes into account the applicable exercise price of each vested Rimini Street option and each Rimini Street warrant outstanding immediately prior to the consummation of the first merger. As disclosed on the aforementioned pages of the Revised Registration Statement, based on the assumptions described therein, assuming a Closing Date of September 29, 2017, the merger consideration would consist of (i) 48,520,015 shares of RMNI common stock (ii) RMNI warrants being issued that are exercisable in respect of 3,419,405 shares of RMNI common stock and (iii) RMNI options being issued that are exercisable in respect of 13,211,737 shares of RMNI common stock, in each case being issued to the former equityholders of Rimini Street pursuant to the merger agreement. 7. Clarify when you will know whether additional equity or debt financing is needed to facilitate the proposed business combination and how you will advise shareholders of your intent to enter into such arrangements. Mara L. Ransom Unites States Securities and Exchange Commission August 9, 2017 Page 5 The Company keeps under regular review any potential equity financing needs and opportunities in connection with the business combination. As disclosed on pages iv-v, xii and 110 of the Revised Registration Statement, the purposes of any such financings may include increasing the likelihood of the Company having a minimum of $50,000,000 of available cash upon consummation of the first merger, which is a condition to consummation of the first merger. The Company will not have final information on the number of public shares that shareholders have elected to redeem in connection with the business combination until the date of the extraordinary general meeting. If the Company determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the business combination, the Company may enter into one or more binding commitments for the issuance of such additional equity in advance of the extraordinary general meeting (and before or after the effectiveness of the Revised Registration Statement). As disclosed on pages v, xii and 110 of the Revised Registration Statement, if the Company enters into a binding commitment in respect of any such additional equity financing, the Company will file a Current Report on Form 8-K with the Commission to disclose details of any such equity financing. The Company has also included a “question and answer” with this disclosure, which is included on page 9 of the Revised Registration Statement. Background to Business Combination, page 119 8. We note that GPIA made formal presentations to and/or submitted offers to a handful of companies, including Rimini Street. Please revise to provide the factors you initially considered that led to your initial decision to consider pursuing Rimini Street as a potential target. In response to the Staff’s comment, we have revised the disclosure on page 123 of the Revised Registration Statement. 9. We note that on March 27, 2017 Messrs. Fleiss, Boscolo, Fisher, and Gant “discussed in greater detail a potential transaction involving Rimini Street and GPIA.” Please revise to provide material details about what was discussed at that meeting. In response to the Staff’s comment, we have revised the disclosure on page 124 of the Revised Registration Statement. 10. You state GPIA entered into an exclusivity period between April 18, 2017 and May 9, 2017. Please enhance your disclosure to clarify whether GPIA extended any offers to any other company as a potential investment opportunity during to this time. Mara L. Ransom Unites States Securities and Exchange Commission August 9, 2017 Page 6 We respectfully advise the Staff that the Company did not extend any offers to any other company as a potential investment opportunity during the exclusivity period between April 18, 2017 and May 9, 2017. In response to the Staff’s comment, we have revised the disclosure on page 125 of the Revised Registration Statement. Description of Discussions with Citi, page 125 11. Please revise to disclose the method by which Citi was selected. If no other financial advisors were considered, please disclose that fact. Refer to Item 4(b) of Form S-4 and Item 1015(b)(3) of Regulation M-A. In response to the Staff’s comment, we have revised the disclosure on page 128 of the Revised Registration Statement. Miscellaneous, page 127 12. We note that Citi is entitled to deferred underwriting commissions upon consummation of your initial business combination for services rendered in connection with your IPO and we note from your IPO registration statement on Form S-1 filed April 17, 2015, that Citi agreed to waive their rights to their deferred underwriting commission held in the trust account in the event you do not complete your initial business combination. Please disclose these facts, where appropriate, throughout your registration statement. Additionally, please include a risk factor discussing the potential conflict of interest stemming from Citi’s interest in the consummation of the merger transaction and the financial information and analyses Citi provided to your board’s Special Transaction Committee who used such information to render their recommendation to the board to approve the merger transaction with Rimini Street. In response to the Staff’s comment, we have revised the disclosure on pages 43-44, 95-96 and 136-137 of the Revised Registration Statement, together with cross-references to such disclosure in relevant places in the Revised Registration Statement. U.S. Federal Income Tax Considerations, page 163 13. We note that your exhibit index does not provide for a tax opinion. Please confirm that you will file the required opinion regarding tax matters or tell us why you believe an opinion is not required. Please refer to Item 601(b)(8) of Regulation S-K and Section III.A of Staff Legal Bulletin No. 19. In response to the Staff’s comment, we have revised the disclosure on pages 170 and 175 of the Revised Registration Statement to disclose that each of Skadden, Arps, Slate, Meagher & Flom LLP and Wilson Sonsini Goodrich & Rosati, Professional Corporation shall provide a tax opinion. The forms of tax opinion have been filed as Exhibits 8.1 and 8.2 to the Revised Registration Statement. The signed versions of the tax opinions will be included in a subsequent amendment to the Revised Registration Statement prior to the effectiveness thereof. Mara L. Ransom Unites States Securities and Exchange Commission August 9, 2017 Page 7 Information About Rimini Street Competitive Strengths, page 207 14. Please disclose the basis for all your assertions about your competitive position within your industry. If you do not have independent support for a statement, please revise the language to make clear that this is your belief based upon management’s experience in the industry, if true. If applicable, please also provide independent supplemental materials that support your assertions, with appropriate markings to highlight the applicable portion of the source and cross-references to the re