SEC Comment Letter 0000000000-23-012081 to Waystar Holding Corp. (WAY)
Waystar Holding Corp.
Date: Nov. 3, 2023 · CIK: 0001990354 · Accession: 0000000000-23-012081
AI Filing Summary & Sentiment
File numbers found in text: 333-275004
Letter
United States securities and exchange commission logo November 3, 2023 Matthew R. A. Heiman Chief Legal & Administrative Officer Waystar Holding Corp. 1550 Digital Drive, #300 Lehi, UT 84043 Re:Waystar Holding Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed October 26, 2023 File No. 333-275004 Dear Matthew R. A. Heiman: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a 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 this letter, we may have additional comments. Form S-1 filed October 26, 2023 Managements discussion and analysis of financial condition and results of operations Results of operations for the years ended December 31, 2022 and 2021, page 65 1.We note your current amendment eliminated the following phrase from the cost of revenue discussion when comparing December 31, 2021 to December 31, 2022: "The higher increase in cost of revenue as compared to the increase in revenues reflects the Patientco acquisition and associated higher patient payment solution cost of revenues." Please tell us, and revise to discuss, if the Patientco acquisition and associated higher patient payment costs had an effect on margins. Also, tell us if management reviews margins as they relate to the patient payment and provider solutions product offerings.
FirstName LastNameMatthew R. A. Heiman Comapany NameWaystar Holding Corp. November 3, 2023 Page 2 FirstName LastName Matthew R. A. Heiman Waystar Holding Corp. November 3, 2023 Page 2 Management Composition of our board of directors after this offering, page 104 2.Please expand your discussion here and/or in your related party disclosures to clarify all material corporate governance rights that are provided to your principal stockholders EQT, CPPIB, and Bain Capital. We note, for example, that one or more of these stockholders will have board observer rights and nomination rights for subsidiary boards or committees under certain circumstances.
Please contact Inessa Kessman at 202-551-3371 or Joseph Cascarano at 202-551-3376 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: William Brentani, Esq.
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United States securities and exchange commission logo
November 3, 2023
Matthew R. A. Heiman
Chief Legal & Administrative Officer
Waystar Holding Corp.
1550 Digital Drive, #300
Lehi, UT 84043
Re:Waystar Holding Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 26, 2023
File No. 333-275004
Dear Matthew R. A. Heiman:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 this letter, we may have additional comments.
Form S-1 filed October 26, 2023
Managements discussion and analysis of financial condition and results of operations
Results of operations for the years ended December 31, 2022 and 2021, page 65
1.We note your current amendment eliminated the following phrase from the cost of
revenue discussion when comparing December 31, 2021 to December 31, 2022: "The
higher increase in cost of revenue as compared to the increase in revenues reflects the
Patientco acquisition and associated higher patient payment solution cost of revenues."
Please tell us, and revise to discuss, if the Patientco acquisition and associated higher
patient payment costs had an effect on margins. Also, tell us if management
reviews margins as they relate to the patient payment and provider solutions product
offerings.
FirstName LastNameMatthew R. A. Heiman
Comapany NameWaystar Holding Corp.
November 3, 2023 Page 2
FirstName LastName
Matthew R. A. Heiman
Waystar Holding Corp.
November 3, 2023
Page 2
Management
Composition of our board of directors after this offering, page 104
2.Please expand your discussion here and/or in your related party disclosures to clarify all
material corporate governance rights that are provided to your principal
stockholders EQT, CPPIB, and Bain Capital. We note, for example, that one or more of
these stockholders will have board observer rights and nomination rights for subsidiary
boards or committees under certain circumstances.
Please contact Inessa Kessman at 202-551-3371 or Joseph Cascarano at 202-551-3376 if
you have questions regarding comments on the financial statements and related matters. Please
contact Edwin Kim at 202-551-3297 or Matthew Derby at 202-551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: William Brentani, Esq.