SEC Comment Letter 0000000000-23-010617 to IHS Holding Ltd (IHS) (CIK 0001876183) (IHS)
IHS Holding Ltd (IHS) (CIK 0001876183)
Date: Sept. 26, 2023 · CIK: 0001876183 · Accession: 0000000000-23-010617
AI Filing Summary & Sentiment
File numbers found in text: 001-40876
Referenced dates: September 8, 2023
Letter
United States securities and exchange commission logo September 26, 2023 Steve Howden Chief Financial Officer IHS Holding Ltd. 1 Cathedral Piazza 123 Victoria Street London SW1E 5BP United Kingdom Re:IHS Holding Ltd. Form 20-F for Fiscal Year Ended December 31, 2022 Filed on March 28, 2023 Response Letter Dated September 8, 2023 File No. 001-40876 Dear Steve Howden: We have reviewed your September 8, 2023 response to our comment letter 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 comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 28, 2023 letter. Form 20-F for Fiscal Year Ended December 31, 2022 Key Financial and Operational Performance Indicators Recurring Levered Free Cash Flow, page 93 1.We note your response to prior comment one. You indicate that RLFCF excludes certain non-recurring items that require cash settlement, including certain business combination costs, other costs, and other income, but are not reflective of the Company’s normal, recurring free cash flow. Please address the following items. •You indicate that your business combination costs are non recurring. However, it appears that you have incurred business combination costs in all periods presented in
FirstName LastNameSteve Howden Comapany NameIHS Holding Ltd. September 26, 2023 Page 2 FirstName LastName Steve Howden IHS Holding Ltd. September 26, 2023 Page 2 your consolidated statement of loss and other comprehensive income/(loss). Tell us what consideration you gave to Question 102.03 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. •Provide greater detail of the costs or income included in "other costs" and "other income" for the periods presented, including whether any of the individual charges or income excluded from the measure required, or will require, cash settlement. •We note your disclosure in note (d) that Other income for the year ended December 31, 2021 relates to the remeasurement of the liability for contingent consideration on the Skysites Acquisition and Kuwait Acquisition for a portion thereof not paid to the sellers, as the conditions were not met post acquisition. Explain to us how you determined that it was appropriate to adjust your non-GAAP liquidity measure for amounts that were not paid to sellers. •Item 10(e)(1)(ii)(A) of Regulation S-K specifically prohibits "excluding charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner from non-GAAP liquidity measures. More fully explain to us how you determined that these charges or liabilities that require or will require cash settlement should be excluded from your non-GAAP liquidity measure of RLFCF.
You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Jean Yu, Staff Accountant at 202-551-3305 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
September 26, 2023
Steve Howden
Chief Financial Officer
IHS Holding Ltd.
1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP
United Kingdom
Re:IHS Holding Ltd.
Form 20-F for Fiscal Year Ended December 31, 2022
Filed on March 28, 2023
Response Letter Dated September 8, 2023
File No. 001-40876
Dear Steve Howden:
We have reviewed your September 8, 2023 response to our comment letter 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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
August 28, 2023 letter.
Form 20-F for Fiscal Year Ended December 31, 2022
Key Financial and Operational Performance Indicators
Recurring Levered Free Cash Flow, page 93
1.We note your response to prior comment one. You indicate that RLFCF excludes certain
non-recurring items that require cash settlement, including certain business combination
costs, other costs, and other income, but are not reflective of the Company’s normal,
recurring free cash flow. Please address the following items.
•You indicate that your business combination costs are non recurring. However, it
appears that you have incurred business combination costs in all periods presented in
FirstName LastNameSteve Howden
Comapany NameIHS Holding Ltd.
September 26, 2023 Page 2
FirstName LastName
Steve Howden
IHS Holding Ltd.
September 26, 2023
Page 2
your consolidated statement of loss and other comprehensive income/(loss). Tell us
what consideration you gave to Question 102.03 of the Division of Corporation
Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
•Provide greater detail of the costs or income included in "other costs" and "other
income" for the periods presented, including whether any of the individual charges or
income excluded from the measure required, or will require, cash settlement.
•We note your disclosure in note (d) that Other income for the year ended
December 31, 2021 relates to the remeasurement of the liability for contingent
consideration on the Skysites Acquisition and Kuwait Acquisition for a portion
thereof not paid to the sellers, as the conditions were not met post acquisition.
Explain to us how you determined that it was appropriate to adjust your non-GAAP
liquidity measure for amounts that were not paid to sellers.
•Item 10(e)(1)(ii)(A) of Regulation S-K specifically prohibits "excluding charges or
liabilities that required, or will require, cash settlement, or would have required cash
settlement absent an ability to settle in another manner from non-GAAP liquidity
measures. More fully explain to us how you determined that these charges or
liabilities that require or will require cash settlement should be excluded from your
non-GAAP liquidity measure of RLFCF.
You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Jean Yu, Staff
Accountant at 202-551-3305 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing