SEC Comment Letter 0000000000-23-010611 to Birkenstock Holding plc (BIRK)
Birkenstock Holding plc
Date: Sept. 26, 2023 · CIK: 0001977102 · Accession: 0000000000-23-010611
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File numbers found in text: 333-274483
Letter
United States securities and exchange commission logo September 26, 2023 Oliver Reichert Chief Executive Officer Birkenstock Holding Ltd 1-2 Berkeley Square London W1J 6EA United Kingdom Re:Birkenstock Holding Ltd Amendment No. 1 to Registration Statement on Form F-1 Filed September 15, 2023 File No. 333-274483 Dear Oliver Reichert: We have reviewed your amended 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 amending your registration statement and providing the requested information. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our September 7, 2023 letter. Registration Statement on Form F-1 filed September 15, 2023 Use of Proceeds, page 74 1.Please disclose the estimated net amount of the proceeds broken down into each principal intended use thereof. See Item 3.C of Form 20-F.
FirstName LastNameOliver Reichert Comapany NameBirkenstock Holding Ltd September 26, 2023 Page 2 FirstName LastName Oliver Reichert Birkenstock Holding Ltd September 26, 2023 Page 2 Business Operations Logistics, page 149 2.We note your response to comment 2, and reissue in part. Please tell us whether you have a contractual agreement with the fulfillment center in Columbus, Ohio, and describe the material terms of any agreement you have with that facility. Tax Receivable Agreement, page 179 3.We note your response to comment 3. Please revise your disclosure to include a representation that all material terms of the agreement have been discussed. Please make similar revisions to your disclosure regarding the Shareholders' Agreement. Exhibits and Financial Statement Schedules. Form of Opinion of Carey Olsen Jersey LLP, page II-1 4.Please have counsel file a final opinion in a pre-effective amendment to the registration statement. In addition, please have counsel revise to: •remove assumption 3.1.5. Counsel may not assume that the company is not insolvent; •revise paragraph 4 to recognize that the shares to be sold by the selling shareholder are already outstanding and fully paid; and •remove "the Directors" designation from the addressee as it, combined with the statement in paragraph 6.3, creates an improper limitation on reliance. You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if you have questions regarding comments on the financial statements and related matters. Please contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Ross Leff
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United States securities and exchange commission logo
September 26, 2023
Oliver Reichert
Chief Executive Officer
Birkenstock Holding Ltd
1-2 Berkeley Square
London W1J 6EA
United Kingdom
Re:Birkenstock Holding Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed September 15, 2023
File No. 333-274483
Dear Oliver Reichert:
We have reviewed your amended 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 amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our September 7, 2023 letter.
Registration Statement on Form F-1 filed September 15, 2023
Use of Proceeds, page 74
1.Please disclose the estimated net amount of the proceeds broken down into each principal
intended use thereof. See Item 3.C of Form 20-F.
FirstName LastNameOliver Reichert
Comapany NameBirkenstock Holding Ltd
September 26, 2023 Page 2
FirstName LastName
Oliver Reichert
Birkenstock Holding Ltd
September 26, 2023
Page 2
Business
Operations
Logistics, page 149
2.We note your response to comment 2, and reissue in part. Please tell us whether you
have a contractual agreement with the fulfillment center in Columbus, Ohio, and describe
the material terms of any agreement you have with that facility.
Tax Receivable Agreement, page 179
3.We note your response to comment 3. Please revise your disclosure to include a
representation that all material terms of the agreement have been discussed. Please make
similar revisions to your disclosure regarding the Shareholders' Agreement.
Exhibits and Financial Statement Schedules.
Form of Opinion of Carey Olsen Jersey LLP, page II-1
4.Please have counsel file a final opinion in a pre-effective amendment to the registration
statement. In addition, please have counsel revise to:
•remove assumption 3.1.5. Counsel may not assume that the company is not insolvent;
•revise paragraph 4 to recognize that the shares to be sold by the selling shareholder
are already outstanding and fully paid; and
•remove "the Directors" designation from the addressee as it, combined with the
statement in paragraph 6.3, creates an improper limitation on reliance.
You may contact Charles Eastman at 202-551-3794 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Ross Leff