SEC Comment Letter for ZoomInfo Technologies Inc. (ZI) (CIK 0001794515) (GTM) — Mar 10, 2020
ZoomInfo Technologies Inc. (ZI) (CIK 0001794515)
Date: March 10, 2020 · CIK: 0001794515 · Accession: 0000000000-20-002145
AI Filing Summary & Sentiment
File numbers found in text: 333-236674
Referenced dates: January 27, 2020
Letter
March 10, 2020 Henry Schuck Chief Executive Officer ZoomInfo Technologies Inc. 805 Broadway Street, Suite 900 Vancouver, WA 98660 Re:ZoomInfo Technologies Inc. Registration Statement on Form S-1 Filed February 27, 2020 File No. 333-236674 Dear Mr. Schuck: We have reviewed your registration statement and have the following comment. In our comment, 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 comment applies 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 our comment, we may have additional comments. Form S-1 filed on February 27, 2020 Impact of the Reorganization Transactions, page 103 1.We note your response to comment 3 of our letter dated January 27, 2020, regarding the accounting for Zoominfo Opco. We further note that Zoominfo Opco is an LLC with a sole managing member. Please tell us whether Zoominfo Opco will be accounted for as a variable interest entity. If so, please additionally explain to us your consideration of ASC 805-10-25-5, which stipulates that when a variable interest entity is acquired in a business combination, the primary beneficiary of that entity is always the acquirer. Last, tell us how you considered the fact that the Reorganization Transactions only occur when contemporaneous with the IPO in determining that the ZoomInfo OpCo unitholders will have nearly identical ownership percentages and economic exposures before and after such transactions.
FirstName LastNameHenry Schuck Comapany NameZoomInfo Technologies Inc. March 10, 2020 Page 2 FirstName LastName Henry Schuck ZoomInfo Technologies Inc. March 10, 2020 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Attorney- Advisor, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Richard Fenyes, Esq.
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March 10, 2020
Henry Schuck
Chief Executive Officer
ZoomInfo Technologies Inc.
805 Broadway Street, Suite 900
Vancouver, WA 98660
Re:ZoomInfo Technologies Inc.
Registration Statement on Form S-1
Filed February 27, 2020
File No. 333-236674
Dear Mr. Schuck:
We have reviewed your registration statement and have the following comment. In our
comment, 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 comment applies 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 our comment, we may have additional comments.
Form S-1 filed on February 27, 2020
Impact of the Reorganization Transactions, page 103
1.We note your response to comment 3 of our letter dated January 27, 2020, regarding the
accounting for Zoominfo Opco. We further note that Zoominfo Opco is an LLC with a
sole managing member. Please tell us whether Zoominfo Opco will be accounted for as a
variable interest entity. If so, please additionally explain to us your consideration of ASC
805-10-25-5, which stipulates that when a variable interest entity is acquired in a business
combination, the primary beneficiary of that entity is always the acquirer. Last, tell us
how you considered the fact that the Reorganization Transactions only occur when
contemporaneous with the IPO in determining that the ZoomInfo OpCo unitholders will
have nearly identical ownership percentages and economic exposures before and after
such transactions.
FirstName LastNameHenry Schuck
Comapany NameZoomInfo Technologies Inc.
March 10, 2020 Page 2
FirstName LastName
Henry Schuck
ZoomInfo Technologies Inc.
March 10, 2020
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim, Attorney-
Advisor, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Richard Fenyes, Esq.