SEC Comment Letter 0000000000-23-000887 to Ingram Micro Holding Corp (INGM)
Ingram Micro Holding Corp
Date: Jan. 26, 2023 · CIK: 0001897762 · Accession: 0000000000-23-000887
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo January 26, 2023 Paul Bay Chief Executive Officer Ingram Micro Holding Corporation 3351 Michelson Drive, Suite 100 Irvine, CA 92612 Re:Ingram Micro Holding Corporation Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted January 10, 2023 CIK No. 0001897762 Dear Paul Bay: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 3 to Draft Registration Statement on Form S-1 Prospectus Summary Our Relationship with Our Sponsor, page 12 1.Please provide disclosure in this section regarding the agreements you have with your Sponsor, such as the advisory agreement and investor rights agreement. Please also discuss that your Sponsor will continue to control your board and corporate decisions after the offering, including the board representation rights in your investor rights agreement. Also discuss potential conflicts of interests with your Sponsor as you do in your risk factor disclosure on page 55.
FirstName LastNamePaul Bay Comapany NameIngram Micro Holding Corporation January 26, 2023 Page 2 FirstName LastName Paul Bay Ingram Micro Holding Corporation January 26, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 2.Please discuss the comparative results of your 32-week interim period ended October 1, 2022 and pro forma combined financial period ended October 2, 2021. Liquidity and Capital Resources, page 124 3.We note your amended disclosure in response to comment 1 and reissue. Please expand your discussion of interest rates to describe their impact on your financial condition, including your balance sheet. For example, given rising rates, describe any resulting impacts on your inventory, accounts payable, long-term debt, or accrued expense balances. If applicable, expand your disclosure to describe how you are funding these additional costs. Your current disclosure includes a description of your debt, but does not state whether you are and have been impacted by rising interest rates. Executive Compensation, page 162 4.We note your disclosure that material elements of your 2022 executive compensation were determined "in consultation with representatives from Platinum Equity." Please clarify if these services were performed as part of the Corporate Advisory Services Agreement with Platinum Equity and clarify Platinum's role in the determination of executive compensation after completion of this offering. Unaudited Condensed Consolidated Financial Statements Note 2 - Summary of Significant Accounting Policies Revision of Previously Issued Consolidated Financial Statements, page F-64 5.Please provide a description of the error that each adjustment corrects relating to the CLS Sale. In this regard, the nature of the error is not clear from your current disclosure. 6.The errors resulted in a $122 million overstatement of cash used in operating activities for the twenty-six weeks ended July 2, 2022, which appears to be quantitatively material. Please provide a detailed SAB 99 materiality analysis to support your determination that the errors you identified were not material. Also, tell us and disclose how these errors impacted your free cash flow non-GAAP measure. Otherwise, remove your disclosures stating that the errors were not material and confirm that you will identify the financial statements as “restated” and provide appropriate ASC 250 disclosures, when financial statements for the twenty-six weeks ended July 2, 2022 are next presented.
FirstName LastNamePaul Bay Comapany NameIngram Micro Holding Corporation January 26, 2023 Page 3 FirstName LastName Paul Bay Ingram Micro Holding Corporation January 26, 2023 Page 3 You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Cristopher Greer
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United States securities and exchange commission logo
January 26, 2023
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted January 10, 2023
CIK No. 0001897762
Dear Paul Bay:
We have reviewed your amended draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form S-1
Prospectus Summary
Our Relationship with Our Sponsor, page 12
1.Please provide disclosure in this section regarding the agreements you have with your
Sponsor, such as the advisory agreement and investor rights agreement. Please also
discuss that your Sponsor will continue to control your board and corporate decisions after
the offering, including the board representation rights in your investor rights agreement.
Also discuss potential conflicts of interests with your Sponsor as you do in your risk factor
disclosure on page 55.
FirstName LastNamePaul Bay
Comapany NameIngram Micro Holding Corporation
January 26, 2023 Page 2
FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
January 26, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
81
2.Please discuss the comparative results of your 32-week interim period ended October 1,
2022 and pro forma combined financial period ended October 2, 2021.
Liquidity and Capital Resources, page 124
3.We note your amended disclosure in response to comment 1 and reissue. Please expand
your discussion of interest rates to describe their impact on your financial condition,
including your balance sheet. For example, given rising rates, describe any resulting
impacts on your inventory, accounts payable, long-term debt, or accrued expense
balances. If applicable, expand your disclosure to describe how you are funding these
additional costs. Your current disclosure includes a description of your debt, but does not
state whether you are and have been impacted by rising interest rates.
Executive Compensation, page 162
4.We note your disclosure that material elements of your 2022 executive compensation
were determined "in consultation with representatives from Platinum Equity." Please
clarify if these services were performed as part of the Corporate Advisory Services
Agreement with Platinum Equity and clarify Platinum's role in the determination of
executive compensation after completion of this offering.
Unaudited Condensed Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revision of Previously Issued Consolidated Financial Statements, page F-64
5.Please provide a description of the error that each adjustment corrects relating to the CLS
Sale. In this regard, the nature of the error is not clear from your current disclosure.
6.The errors resulted in a $122 million overstatement of cash used in operating activities for
the twenty-six weeks ended July 2, 2022, which appears to be quantitatively material.
Please provide a detailed SAB 99 materiality analysis to support your determination that
the errors you identified were not material. Also, tell us and disclose how these errors
impacted your free cash flow non-GAAP measure. Otherwise, remove your disclosures
stating that the errors were not material and confirm that you will identify the financial
statements as “restated” and provide appropriate ASC 250 disclosures, when financial
statements for the twenty-six weeks ended July 2, 2022 are next presented.
FirstName LastNamePaul Bay
Comapany NameIngram Micro Holding Corporation
January 26, 2023 Page 3
FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
January 26, 2023
Page 3
You may contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Jennifer López Molina at 202-551-3792 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Cristopher Greer