Correspondence 0001193125-22-308806 from KnowBe4, Inc. (CIK 0001664998)
KnowBe4, Inc. (CIK 0001664998)
Date: Dec. 20, 2022 · CIK: 0001664998 · Accession: 0001193125-22-308806
AI Filing Summary & Sentiment
File numbers found in text: 001-40351
Letter
United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions Attention: Perry Hindin, Esq. File No. 001-40351 Revised Transaction Statement on Schedule 13E-3 Filed December 16, 2022 File No. 005-92503
Dear Mr. Hindin:
On behalf of our client, KnowBe4, Inc. (the “Company”), we submit this letter in response to the oral comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by voicemail on December 19, 2022, concerning the revised preliminary proxy statement on Schedule 14A (the “Revised Preliminary Proxy Statement”) filed with the Commission on December 16, 2022 by the Company and the amended transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) filed with the Commission on December 16, 2022 by the Company, Oranje Merger Sub, Inc., Oranje Holdco, LLC, VEPF VII SPV I, L.P., VEPF VII SPV I Holdings, L.P., Vista Equity Partners Fund VII GP, L.P., VEPF VII GP, Ltd., Robert F. Smith, KKR Knowledge Investors L.P., Stephen Shanley, Elephant Partners I, L.P., Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., Elephant Partners II-B, L.P., Elephant Partners 2019 SPV-A, L.P., Jeremiah Daly, Sjoerd Sjouwerman, Sjouwerman Enterprises Limited Partnership, and Sjouwerman Management, LLC (collectively, the “13E-3 Filing Persons”).
In this letter, we have recited the oral comment from the Staff in italicized, bold type and have followed the comment with the Company’s response, along with related proposed disclosures to be included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Revised Preliminary Proxy Statement, and all page numbers refer to pages in the Revised Preliminary Proxy Statement.
1. Financial information appears to have been incorporated by reference into the Schedule 13E-3 in order to satisfy the disclosure obligations under Item 13 of Schedule 13E-3. Under Instruction 1 to Item 13 of Schedule 13E-3, however, KnowBe4 is required to provide a summary of such financial information in accordance with Item 1010(c) of Regulation M-A. Please revise the proxy statement to provide summary financial information that complies with Item 1010(c) of Regulation M-A for all of the reporting periods covered by Item 13 of Schedule 13E-3. Refer to telephone interpretation I.H.7. in the July 2001 Supplement to our “Manual of Publicly Available Telephone Interpretations” available on the Commission’s website at www.sec.gov for additional guidance. Please also revise Item 13 of Schedule 13E-3 to reference the quarterly report on Form 10-Q for the quarterly period ended September 30, 2022.
AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Securities and Exchange Commission
December 20, 2022
Page 2
In response to the Staff’s comment, the 13E-3 Filing Persons intend to revise Item 13 of the Schedule 13E-3 in a subsequent amendment to reference the quarterly report on Form 10-Q for the quarterly period ended September 30, 2022. In addition, in response to the Staff’s comment regarding Instruction 1 to Item 13 of Schedule 13E-3, the Company proposes to add the following disclosure to the Definitive Proxy Statement on page 128:
Selected Historical Consolidated Financial Data
Set forth below is certain selected historical consolidated financial data relating to KnowBe4. The historical unaudited selected financial data as of and for the nine month periods ended September 30, 2022 and September 30, 2021 and the audited fiscal years ended December 31, 2021 and December 31, 2020 has been derived from KnowBe4’s consolidated financial information and statements, which, for the annual periods, have been audited by KPMG LLP, an independent registered public accounting firm.
This information is only a summary. The selected historical consolidated financial data as of December 31, 2021 and 2020 should be read in conjunction with KnowBe4’s annual report on Form 10-K for the fiscal year ended December 31, 2021 and the selected historical consolidated financial data as of and for the nine months ended September 30, 2022 and 2021 should be read in conjunction with KnowBe4’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2022, each of which is incorporated by reference into this proxy statement in its entirety. More comprehensive financial information is included in such reports, including management’s discussion and analysis of financial condition and results of operations, and other documents filed by KnowBe4 with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. See “Where You Can Find More Information.” Results of interim periods are not necessarily indicative of the results expected for a full year or for future periods.
Statement of Operations Data and Balance Sheet Data
Nine Months Ended September 30,
Year Ended December 31,
(in thousands, except per share information)
Consolidated Statement of Operations Data:
Revenues, net
$ 241,631
$ 176,991
$ 246,298
$ 174,886
Operating income (loss)
9,953
(13,710 )
(6,588 )
(1,542 )
Net income (loss)
11,223
(16,243 )
(11,845 )
(2,430 )
Net income (loss) per share, basic and diluted
$ 0.06
$ (0.017 )
$ (0.10 )
$ (0.06 )
September 30,
December 31,
(in thousands)
(in thousands)
Consolidated Balance Sheet Data:
Cash and cash equivalents
$ 343,936
$ 272,273
$ 273,723
$ 85,582
Total current assets
443,325
346,592
356,216
143,547
Total assets
637,045
463,913
537,678
218,210
Total current liabilities
273,049
209,434
225,076
148,959
Total liabilities
389,860
291,808
320,411
221,369
Stockholders’ equity (deficit)
247,185
172,105
217,267
(3,159 )
* * *
Securities and Exchange Commission
December 20, 2022
Page 3
If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (312) 636-2073 or mbaier@wsgr.com.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Show Raw Text
CORRESP 1 filename1.htm CORRESP Wilson Sonsini Goodrich & Rosati Professional Corporation 1301 Avenue of the Americas 40th Floor New York, New York 10019-6022 O: 212.999.5800 F: 212.999.5899 December 20, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Perry Hindin, Esq. Re: KnowBe4, Inc. Revised Preliminary Proxy Statement on Schedule 14A Filed December 16, 2022 File No. 001-40351 Revised Transaction Statement on Schedule 13E-3 Filed December 16, 2022 File No. 005-92503 Dear Mr. Hindin: On behalf of our client, KnowBe4, Inc. (the “Company”), we submit this letter in response to the oral comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by voicemail on December 19, 2022, concerning the revised preliminary proxy statement on Schedule 14A (the “Revised Preliminary Proxy Statement”) filed with the Commission on December 16, 2022 by the Company and the amended transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) filed with the Commission on December 16, 2022 by the Company, Oranje Merger Sub, Inc., Oranje Holdco, LLC, VEPF VII SPV I, L.P., VEPF VII SPV I Holdings, L.P., Vista Equity Partners Fund VII GP, L.P., VEPF VII GP, Ltd., Robert F. Smith, KKR Knowledge Investors L.P., Stephen Shanley, Elephant Partners I, L.P., Elephant Partners II, L.P., for itself and as nominee for Elephant Partners II-B, L.P., Elephant Partners II-B, L.P., Elephant Partners 2019 SPV-A, L.P., Jeremiah Daly, Sjoerd Sjouwerman, Sjouwerman Enterprises Limited Partnership, and Sjouwerman Management, LLC (collectively, the “13E-3 Filing Persons”). In this letter, we have recited the oral comment from the Staff in italicized, bold type and have followed the comment with the Company’s response, along with related proposed disclosures to be included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”). Capitalized terms used but not otherwise defined herein have the meanings given to them in the Revised Preliminary Proxy Statement, and all page numbers refer to pages in the Revised Preliminary Proxy Statement. 1. Financial information appears to have been incorporated by reference into the Schedule 13E-3 in order to satisfy the disclosure obligations under Item 13 of Schedule 13E-3. Under Instruction 1 to Item 13 of Schedule 13E-3, however, KnowBe4 is required to provide a summary of such financial information in accordance with Item 1010(c) of Regulation M-A. Please revise the proxy statement to provide summary financial information that complies with Item 1010(c) of Regulation M-A for all of the reporting periods covered by Item 13 of Schedule 13E-3. Refer to telephone interpretation I.H.7. in the July 2001 Supplement to our “Manual of Publicly Available Telephone Interpretations” available on the Commission’s website at www.sec.gov for additional guidance. Please also revise Item 13 of Schedule 13E-3 to reference the quarterly report on Form 10-Q for the quarterly period ended September 30, 2022. AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Securities and Exchange Commission December 20, 2022 Page 2 In response to the Staff’s comment, the 13E-3 Filing Persons intend to revise Item 13 of the Schedule 13E-3 in a subsequent amendment to reference the quarterly report on Form 10-Q for the quarterly period ended September 30, 2022. In addition, in response to the Staff’s comment regarding Instruction 1 to Item 13 of Schedule 13E-3, the Company proposes to add the following disclosure to the Definitive Proxy Statement on page 128: Selected Historical Consolidated Financial Data Set forth below is certain selected historical consolidated financial data relating to KnowBe4. The historical unaudited selected financial data as of and for the nine month periods ended September 30, 2022 and September 30, 2021 and the audited fiscal years ended December 31, 2021 and December 31, 2020 has been derived from KnowBe4’s consolidated financial information and statements, which, for the annual periods, have been audited by KPMG LLP, an independent registered public accounting firm. This information is only a summary. The selected historical consolidated financial data as of December 31, 2021 and 2020 should be read in conjunction with KnowBe4’s annual report on Form 10-K for the fiscal year ended December 31, 2021 and the selected historical consolidated financial data as of and for the nine months ended September 30, 2022 and 2021 should be read in conjunction with KnowBe4’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2022, each of which is incorporated by reference into this proxy statement in its entirety. More comprehensive financial information is included in such reports, including management’s discussion and analysis of financial condition and results of operations, and other documents filed by KnowBe4 with the SEC, and the following summary is qualified in its entirety by reference to such reports and other documents and all of the financial information and notes contained therein. See “Where You Can Find More Information.” Results of interim periods are not necessarily indicative of the results expected for a full year or for future periods. Statement of Operations Data and Balance Sheet Data Nine Months Ended September 30, Year Ended December 31, 2022 2021 2021 2020 (in thousands, except per share information) Consolidated Statement of Operations Data: Revenues, net $ 241,631 $ 176,991 $ 246,298 $ 174,886 Operating income (loss) 9,953 (13,710 ) (6,588 ) (1,542 ) Net income (loss) 11,223 (16,243 ) (11,845 ) (2,430 ) Net income (loss) per share, basic and diluted $ 0.06 $ (0.017 ) $ (0.10 ) $ (0.06 ) September 30, December 31, 2022 2021 2021 2020 (in thousands) (in thousands) Consolidated Balance Sheet Data: Cash and cash equivalents $ 343,936 $ 272,273 $ 273,723 $ 85,582 Total current assets 443,325 346,592 356,216 143,547 Total assets 637,045 463,913 537,678 218,210 Total current liabilities 273,049 209,434 225,076 148,959 Total liabilities 389,860 291,808 320,411 221,369 Stockholders’ equity (deficit) 247,185 172,105 217,267 (3,159 ) * * * Securities and Exchange Commission December 20, 2022 Page 3 If the Staff has any questions or comments concerning the foregoing, or requires any further information, please contact me at (312) 636-2073 or mbaier@wsgr.com. Very truly yours, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Megan J. Baier Megan J. Baier cc: KnowBe4, Inc. Sjoerd Sjouwerman Robert Reich Alicia Dietzen Wilson Sonsini Goodrich & Rosati, Professional Corporation Todd Cleary Douglas K. Schnell Catherine Riley Tzipori Kirkland & Ellis LLP Daniel E. Wolf David M. Klein Chelsea Darnell Gibson Dunn & Crutcher LLP Saee Muzumdar Latham & Watkins LLP Bradley Faris Hans Brigham