SEC Company Response from Torrid Holdings Inc. (CURV) (CIK 0001792781) (CURV) — Jun 30, 2021
Torrid Holdings Inc. (CURV) (CIK 0001792781)
Date: June 30, 2021 · CIK: 0001792781 · Accession: 0001193125-21-203841
AI Filing Summary & Sentiment
File numbers found in text: 333-256871
Letter
601 Lexington Avenue
New York, NY 10022
United States
+1 212 446 4800
Facsimile:
+1 212 446 4900
www.kirkland.com
June 30, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Attention: Linda Cvrkel
Re: Torrid Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed June 23, 2021
File No. 333-256871
On behalf of our client, Torrid Holdings Inc. (the “Company”), we set forth below the Company’s responses to the letter, dated June 29, 2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-1/A filed by the Company on June 23, 2021 (the “Registration Statement”).
In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding numbered comment.
In addition, the Company has revised the Registration Statement in response to the Staff’s comments and is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Amended Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement.
Amendment No. 1 to Registration Statement on Form S-1 filed June 23, 2021
Capitalization, page 51
Austin Bay Area Beijing Boston Chicago Dallas Hong Kong Houston London Los Angeles Munich Paris Shanghai Washington, D.C.
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
June 30, 2021
Page
1. Staff’s comment: Please revise to give pro forma effect in your accumulated deficit balance to the vesting of the IPO Awards and Increase in Value of Liability-Classified Incentive Units due to the IPO, as discussed on page 123.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 51 of the Amended Registration Statement.
Torrid Parent Inc. Consolidated Financial Statements, page F-10
2. Staff’s comment: On page 15, you indicate that prior to the completion of this offering the Reorganization will occur. Once the Reorganization occurs and prior to effectiveness, please revise the historical financial statements of Torrid Parent to reflect the 110,000-for-1 effective split.
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 15 of the Amended Registration Statement to clarify that the Reorganization will occur following the effectiveness of the registration statement, but prior to the completion of the offering. In addition, the Company has revised the disclosure on pages 18 and 19 of the Amended Registration Statement to provide pro forma earnings per share and pro forma weighted average number of shares, which give effect to the Reorganization.
Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
June 30, 2021
Page
We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com.
Sincerely,
/s/ Joshua N. Korff
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CORRESP 1 filename1.htm CORRESP 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 Facsimile: +1 212 446 4900 www.kirkland.com June 30, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Attention: Linda Cvrkel Re: Torrid Holdings Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 23, 2021 File No. 333-256871 On behalf of our client, Torrid Holdings Inc. (the “Company”), we set forth below the Company’s responses to the letter, dated June 29, 2021, containing the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above referenced Amendment No. 1 to Registration Statement on Form S-1/A filed by the Company on June 23, 2021 (the “Registration Statement”). In order to facilitate your review of our responses, we have restated each of the Staff’s comments in this letter, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the Staff’s comments immediately below the corresponding numbered comment. In addition, the Company has revised the Registration Statement in response to the Staff’s comments and is filing Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) concurrently with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Amended Registration Statement. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Registration Statement. Amendment No. 1 to Registration Statement on Form S-1 filed June 23, 2021 Capitalization, page 51 Austin Bay Area Beijing Boston Chicago Dallas Hong Kong Houston London Los Angeles Munich Paris Shanghai Washington, D.C. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services June 30, 2021 Page 2 1. Staff’s comment: Please revise to give pro forma effect in your accumulated deficit balance to the vesting of the IPO Awards and Increase in Value of Liability-Classified Incentive Units due to the IPO, as discussed on page 123. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 51 of the Amended Registration Statement. Torrid Parent Inc. Consolidated Financial Statements, page F-10 2. Staff’s comment: On page 15, you indicate that prior to the completion of this offering the Reorganization will occur. Once the Reorganization occurs and prior to effectiveness, please revise the historical financial statements of Torrid Parent to reflect the 110,000-for-1 effective split. Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 15 of the Amended Registration Statement to clarify that the Reorganization will occur following the effectiveness of the registration statement, but prior to the completion of the offering. In addition, the Company has revised the disclosure on pages 18 and 19 of the Amended Registration Statement to provide pro forma earnings per share and pro forma weighted average number of shares, which give effect to the Reorganization. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services June 30, 2021 Page 3 We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact the undersigned by telephone at (212) 446-4943 or by email at jkorff@kirkland.com. Sincerely, /s/ Joshua N. Korff Joshua N. Korff VIA E-MAIL cc: Elizabeth Muñoz Torrid Holdings Inc. Michael Kim Aslam A. Rawoof Kirkland & Ellis LLP Michael Benjamin Stelios G. Saffos Latham & Watkins LLP