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United States securities and exchange commission logo
February 17, 2022
Chinh Chu
Chief Executive Officer
VECTOR HOLDING, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re: VECTOR HOLDING, LLC
Registration
Statement on Form S-4
Filed January 18,
2022
File No. 333-262203
Dear Mr. Chu:
We have reviewed your 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.
Form S-4 filed January 18, 2022
Market and Industry Data, page 10
1. We note your statements
that there can be no assurance as to the accuracy or
completeness of such
information and neither Getty Images nor CCNB has
independently verified
the information and cannot guarantee the accuracy and
completeness of such
information. Under the federal securities laws, you are responsible
for all information
contained within your registration statement and should not include
language that suggests
otherwise. Please delete these statements.
2. Please tell us whether
you commissioned any of the market and industry data used in this
filing. If applicable,
file the consents of such parties as an exhibit to your registration
statement, or tell us
why you do not believe you are required to do so. See Rule 436 and
Section 7 of the
Securities Act. In this regard, we note your disclosure on page 19
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany17,
February NameVECTOR
2022 HOLDING, LLC
February
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FirstName LastName
regarding data from InsightSlice, PubMatic, The World Federation of
Advertisers, and
Kauman Index.
Summary of the Proxy Statement/Prospectus, page 13
3. We note your presentation of FY 21E Gross Margin here and on page 223.
We also note
your disclosure on page F-63 that cost of revenue excludes
depreciation and amortization
associated with creating or buying content. To the extent the gross
margin estimates are
not computed with a fully-burdened cost of revenues, these margins are
non-GAAP
measures. Please tell us whether these estimates are non-GAAP measures
and your basis
for such conclusion. To the extent they are non-GAAP measures, please
disclose in equal
or greater prominence a fully burdened gross margin prepared in
accordance with GAAP.
Additionally, when reconciling to these non-GAAP measures, please
reconcile from a
fully-burdened gross profit. Refer to Item 10(e)(1)(i)(A) and (B) of
Regulation S-K.
CCNB Board's Reasons for the Approval of the Business Combination, page 17
4. We note the discussion of management s due diligence activities on
page 18. Please
revise the fifth bullet to provide more detail on your evaluation of
NFT monetization
opportunities.
Interests of CCNB's Directors and Officers and Others in the Business
Combination, page 29
5. Revise the penultimate bullet on page 31 to disclose the amount of
reimbursable out of-
pocket expenses that have been incurred by the sponsor.
6. Please revise to include a bullet that discloses, upon completion of
the business
combination, the ownership of New CCNB by the related persons. Please
quantify the
related persons equity position and its relative value in terms of the
overall transaction.
To the extent quantifiable, please include the related persons rate of
return on their initial
investment in CCNB. Please include similar disclosure elsewhere as
appropriate.
7. Please tell us, with a view toward disclosure, whether your sponsor,
officers and directors
have any fiduciary or contractual obligations to other entities and,
if so, how the board
considered those conflicts in negotiating and recommending the
business comination.
Questions and Answers About the Proposals for Shareholders
What consideration will be received in connection with the Business
Combination?, page 46
8. Please revise the answer to clarify the relative value of the various
types of consideration
discussed in this answer. In addition, please discuss the Earn-out
Shares in greater detail,
including the number of shares to be issued to the various recipients
and the applicable
vesting triggers.
What equity stake will the current shareholders of CCNB, Multiply Group and the
current
shareholders of Getty Images hold in Getty Images..., page 47
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany17,
February NameVECTOR
2022 HOLDING, LLC
February
Page 3 17, 2022 Page 3
FirstName LastName
9. Please revise to also include the Sponsor's percentage ownership
including the "2,570,000
shares of New CCNB Series B-1 Common Stock and 2,570,000 shares of New
CCNB
Series B-2 Common Stock subject to certain vesting restrictions
pursuant to the Sponsor
Side Letter, any shares to be issued to the Sponsor in connection with
the PIPE Investment
and NBOKS in connection with the Backstop Agreement," and the Getty
Family
Stockholders' percentage ownership including "shares purchased in
connection with the
PIPE Investment. In addition, we note that you provide the percentage
ownership for
CCNB's public shareholders and the Sponsor in the event that all of
the New CCNB
Warrants are exercised; please also provide the percentage ownerships
of the other
stockholder groups in such case. Finally, clarify whether and how the
earn-out shares are
considered in the percentage ownerships identified in this Q&A.
Sponsor Group Ownership of New CCNB Following the Business Combination, page 49
10. Please revise footnotes 1 and 3 to the table to include the total
value of the excluded
shares identified in each footnote. Also clarify whether and how the
earn-out shares are
considered in this table.
What happens if a substantial number. . . ., page 53
11. Please revise to disclose the potential impact of redemptions on the
per share value of the
shares held by non-redeeming shareholders. In addition, we note that
(i) the second row
of the first table excludes New CCNB Series B-1 Common Stock and New
CCNB
Series B-2 Common Stock, the shares to be issued to the Sponsor in
connection with the
Pipe Investment and the shares to be issued to NBOKS in connection
with the Backstop
Agreement, (ii) the last row of the first table excludes New CCNB
Warrants, and (iii) the
first row of the second table excludes New CCNB Warrants issuable upon
conversion of
the Working Capital Loans; please provide additional disclosure
regarding the redemption
scenarios that includes such excluded shares, or tell us why such
disclosure is not
material.
Can the Sponsor and the Independent Directors redeem their Founder Shares. . .
.., page 61
12. We note that the Sponsor, the Founder Holders and certain of CCNB
s directors and/or
officers have agreed, for no additional consideration, to waive
their redemption rights
with respect to their Founder Shares and any public shares they may
hold in connection
with the business combination. (emphasis added). Please describe
any consideration
provided in exchange for these agreements, if any.
Risk Factors
Risks Related to the COVID-19 Pandemic and Global Economic Conditions, page 64
13. Please revise, to the extent possible, to quantify the negative
impacts COVID-19 has had
on the Getty Images business and operations. Please include enough
detail so that
shareholders can appreciate the discussed risk. Similarly, revise page
241 to quantify the
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany17,
February NameVECTOR
2022 HOLDING, LLC
February
Page 4 17, 2022 Page 4
FirstName LastName
impacts of COVID on your business for the periods presented.
Expansion of our operations into new products, services and technologies...,
page 68
14. Please expand your discussion to disclose the extent your operations
have expanded to the
additional products and services mentioned in this risk factor,
including non-fungible
tokens, artificial intelligence, and machine learning so that
shareholders can appreciate the
discussed risk.
Unless we increase customer and supplier awareness..., page 71
15. We note the heading of this risk states that our revenue may not
continue to grow;
however, we note that your revenue decreased between 2020 and 2021.
Please revise this
heading to more clearly disclose the risk.
Risks Related to the Business Combination and CCNB
Our Existing Warrant Agreement...., page 91
16. We note your discussion of the exclusive forum provision in the
Existing Warrant
Agreement and its applicability to claims under the Exchange Act and
Securities Act,
however the Existing Warrant Agreement does not appear to contain such
a provision.
Please revise your risk factor disclosure, the disclosure in
Description of New CCNB
Securities and/or warrant agreement as necessary.
The New CCNB Post-Closing Certificate of Incorporation will designate the Court
of Chancery
of the State of Delaware..., page 108
17. We note that the forum selection provision in the New CCNB
Post-Closing Certificate of
Incorporation identifies the Court of Chancery of the State of
Delaware as the exclusive
forum for certain litigation, including any derivative action.
Please disclose whether
this provision applies to actions arising under the Exchange Act. In
that regard, we note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits
brought to enforce any duty or liability created by the Exchange Act
or the rules and
regulations thereunder. If this provision does not apply to actions
arising under the
Exchange Act, please revise to clarify that fact and ensure that the
exclusive forum
provision in the governing documents states this clearly. In addition,
please revise here to
disclose whether this exclusive forum provision applies to actions
arising under the
Securities Act. In that regard, we note that Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder. If
the provision applies to Securities Act claims, please also revise to
state that there is
uncertainty as to whether a court would enforce such provision and
that investors cannot
waive compliance with the federal securities laws and the rules and
regulations
thereunder. Please also revise the Exclusive Forum Provision section
on page 286
accordingly.
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany17,
February NameVECTOR
2022 HOLDING, LLC
February
Page 5 17, 2022 Page 5
FirstName LastName
Shareholder Proposal 2: The Business Combination Proposal, page 125
18. We note that your charter waived the corporate opportunities doctrine.
Here and in other
appropriate places, please address this potential conflict of
interest, whether it impacted
your search for an acquisition target, and how it impacted your
board's determination to
recommend the business combination for shareholder approval.
Background of the Business Combination, page 147
19. Please discuss in detail any negotiations related to the Sponsor or
CCNB public
shareholders equity position in the post-combination company.
20. Explain the Board s consideration of the other potential targets. We
note in the last
paragraph on page 47 that CCNB evaluated numerous potential
transaction
counterparties in addition to Getty Images, and engaged in varying
levels of discussions,
negotiation and due diligence with respect to those companies
and that Of the
potential transaction counterparties, CCNB entered into
confidentiality agreements with
36 potential targets including submissions of non-binding
indications of interest with
respect to approximately 11 of these potential acquisition targets.
21. Please expand the disclosure in this section to include a more
detailed description of the
negotiations which occurred in order to establish the core terms of
the business
combination. In this regard, we note that on September 17, 2021, the
parties agreed on an
updated transaction valuation of $4.8 billion. Please revise to
discuss in greater detail
how this valuation was determined and the specific negotiations that
resulted in this
agreement, considering the valuation of $4.4 - $4.5 billion on
September 1, 2021.
22. We note on page 153 that Credit Suisse was engaged as a co-placement
agent for third-
party PIPE investments. Expand the discussion to disclose that Credit
Suisse was an
underwriter in CCNB s initial public offering and disclose the
amount of fees paid or
payable to Credit Suisse in connection with its being co-placement
agent for the PIPE
investments.
Certain Getty Images Projected Financial Information, page 164
23. Expand the discussion to describe any material differences between the
Getty Images
Internal Forecasts provided to management and the Getty Images
Forecasted Financial
Information included in this section.
24. Expand the disclosure to describe the material assumptions regarding
revenue growth, or
tell us why this is unnecessary.
Material U.S. Federal Income Tax Consequences of the Domestication Merger...,
page 174
25. Please provide a tax opinion covering the material federal tax
consequences of the
transaction, or tell us why you do not believe you are required to do
so. In this regard, we
note that apparent complexity of and uncertainties associated with the
tax consequences
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany17,
February NameVECTOR
2022 HOLDING, LLC
February
Page 6 17, 2022 Page 6
FirstName LastName
described in this section. Please refer to Section III of Staff Legal
Bulletin No. 19.
Information about CCNB
Significant Activities Since Inception, page 205
26. Revise to disclose the components of the units issued on August 4,
2020, including the
material terms of the public warrants and the private placement
warrants.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Getty Images
Results of Operations, page 245
27. We note you describe multiple factors that contributed to the change
in Creative and
Editorial revenues. Where a material change in a line item is
attributed to two or more
factors, including offsetting factors, the contribution of each factor
should be described in
quantified terms, to the extent possible. Also, please describe the
underlying reasons for
the changes in unrealized foreign exchange gains (losses). Refer to
Item 303(b) of
Regulation S-K.
Non-GAAP Financial Measures, page 250
28. We note your presentation of Adjusted EBITDA Margin here and on page
232 as well as
Estimated Adjusted EBITDA Margin on pages 13 and 223. For historical
margins and
estimated margins, please also present net income (loss) as a
percentage of revenue which
is the most directly comparable GAAP measure. For estimated margins,
please provide a
quantitative reconciliation, to the extent available without
unreasonable efforts, of the
differences between the non-GAAP financial measure with the most
directly comparable
financial measure or measures calculated and presented in accordance
with GAAP. Refer
to Item 10(e)(1)(i)(A) and (B) of Regulation S-K.
Critical Accounting Policies, page 254
29. Please tell us your consideration of including your goodwill
impairment testing as a
critical accounting policy.
Index to Financial Statements, page F-1
30. Please tell us your consideration of providing Vector Holding, LLC's
financial statements.
General
31. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on the completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out of pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany17,
February NameVECTOR
2022 HOLDING, LLC
February
Page 7 17, 2022 Page 7
FirstName LastName
32. Please define "Rollover Options."
33. We note that the Series B-1 Common Stock and Series B-2 Common Stock
are non-voting
series of stock. As applicable, please:
describe the different authorized classes of common stock in the
prospectus
summary, risk factors and description of securities sections;
describe the securities being offered on the prospectus cover
page;
explain the nature of the disparate voting rights, including the
number of votes per
share to which each class of common stock is entitled, on the
prospectus cover page
and in the prospectus summary, risk factors and description of
securities sections;
describe those circumstances in which holders of non-voting stock
would be entitled
to vote on particular matters under your constituent documents or
applicable law, the
number of votes to which they would be entitled, the number of
votes required for
approval of such matters, and whether classes would vote
separately or together as a
combined clas;
describe circumstances or events in which the conversion of
no-vote shares is
mandatory or optional, and any resulting impact on all
shareholders, including
dilution;
discuss whether the multi-class structure may render your shares
ineligible for
inclusion in certain stock market indices, and thus adversely
affect share price and
liquidity; and
include any relevant risk factor disclosure.
34. With a view toward disclosure, please tell us whether you anticipate
qualifying as a
"controlled company" after the business combination.
35. Please provide disclosure pursuant to Item 403 of Regulation S-K
regarding Getty Images,
or tell us why you do not believe you are required to do so.
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 Tony Watson at 202-551-3318 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacey K. Peikin at 202-551-6223 or Lilyanna Peyser at 202-551-3222
with any other
questions.
Sincerely,
Chinh Chu
VECTOR HOLDING, LLC
February 17, 2022
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FirstName LastNameChinh Chu
Comapany NameVECTOR HOLDING, LLC
Division of Corporation Finance
February 17, 2022 Page 8 Office of Trade & Services
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