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United States securities and exchange commission logo
April 14, 2022
Chinh Chu
Chief Executive Officer
VECTOR HOLDING, LLC
251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808
Re: VECTOR HOLDING, LLC
Amendment No. 1 to
Registration Statement on Form S-4
Filed March 15,
2022
File No. 333-262203
Dear Mr. Chu:
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
February 17, 2022 letter.
Amendment No. 1 to Form S-4 filed March 15, 2022
Questions and Answers About the Proposals for Shareholders
Sponsor Group Ownership of New CCNB Following the Business Combination,
page 54
1. We note your disclosure
in response to comment 10. Please expand your disclosure to
clarify whether and how
the earn-out shares are considered in this table.
Risks Related to the COVID-19 Pandemic and Global Economic Conditions,
page 70
2. We note your revised
disclosure in response to comment 13. Please further revise your
disclosure to include
information with regard to the fiscal year 2021.
Risk Factors
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany
April NameVECTOR HOLDING, LLC
14, 2022
April 214, 2022 Page 2
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FirstName LastName
Risks Related to the Business Combination and CCNB, page 91
3. We note your disclosure in response to comment 16. We note that
Section 9.3 of the
Existing Warrant Agreement provides that "The validity, interpretation
and performance
of this Agreement and of the Warrants shall be governed by and
construed in accordance
with the laws of the State of New York, including, without limitation,
Sections 5-1401 and
5-1402 of the New York General Obligations Law and New York Civil
Practice Laws and
Rule 327(b). The Company hereby agrees that any action, proceeding or
claim against it
arising out of, or otherwise based on, this Agreement shall be brought
and enforced in the
courts of the State of New York or the United States District Court
for the Southern
District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction
shall be exclusive. The Company hereby waives any objection to such
exclusive
jurisdiction and that such courts represent an inconvenient forum."
Please revise your
Risk Factors to address this provision in the Existing Warrant
Agreement, and address the
applicability of the provision to claims arising under the Exchange
Act and Securities
Act. In addition, if you do not intend to revise the agreement to
state that the provision
does not apply to claims under the Exchange Act, please provide
reasonable assurance
that you will make future investors aware of the provision s limited
applicability, for
example that the disclosure will be included in all future Exchange
Act reports.
The New CCNB Post-Closing Certificate of Incorporation, page 114
4. You state that the post-closing charter will provide for the Court of
Chancery to be the
exclusive forum for matters "or, if the Court of Chancery does not
have jurisdiction,
another state court in Delaware or the federal district court of the
District of Delaware"
will be the exclusive forum. The charter does not appear to provide
for the quoted
language; please advise or revise. In addition, please revise the
charter to state, as you do
in the filing, that this provision does not apply to claims under the
Exchange Act or
provide reasonable assurance that you will make future investors aware
of the provision s
limited applicability, for example that the disclosure will be
included in all future
Exchange Act reports.
Background of the Business Combination, page 154
5. We note your disclosure in response to comment 22. Please expand to
disclose, as you do
in your response, that Credit Suisse will not receive a placement fee
related to the PIPE
financing.
6. We note your disclosure in response to comment 19 and reissue the
comment. Please
revise your disclosure to discuss in detail any negotiations related
to the Sponsor or
CCNB public shareholders' equity position in the post-combination
company.
Material U.S. Federal Income Tax Consequences of the Domestication Merger, page
186
7. Please remove language stating that this section is a "summary." Refer
to Section III of
Chinh Chu
FirstName LastNameChinh
VECTOR HOLDING, LLC Chu
Comapany
April NameVECTOR HOLDING, LLC
14, 2022
April 314, 2022 Page 3
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FirstName LastName
Staff Legal Bulletin No. 19 for guidance. In addition, based on your
disclosure in the
third paragraph on page 191, it appears that counsel has scoped out
the discussion under
the heading "Effects of Section 367(b) to U.S. Holders of CCNB Class A
Ordinary
Shares" from its opinion; please revise to provide an opinion of
counsel on the
information in the section "C. U.S. Holders Whose CCNB Class A
Ordinary Shares Have
a Fair Market Value of Less Than $50,000And Who Own Less Than 10
Percent of the
Voting Power of CCNB and Less than 10% of the Total Value of CCNB" on
page 193 as
you represent that the transactions described in these sections should
not be taxable. With
respect to the portion of the tax section that constitutes Weil
Gotshal's opinion, it appears
that counsel cannot give a firm opinion; counsel may issue a "should"
opinion to make
clear that the opinion is subject to a degree of uncertainty; however,
please ensure that the
disclosure includes the information specified in Section III.C.4. of
Staff Legal Bulletin 19
and that the risk factors are revised accordingly. Please also revise
Exhibit 8.1 to consent
to the prospectus discussion of the opinion and being named in the
registration statement,
as well as to exlude the company from the assumptions contained in
paragraph (a).
Critical accounting policies
Goodwill, page 266
8. We note your revisions to comment 29. Please provide information for
investors to assess
the probability of future goodwill impairment charges. For example,
please disclose
whether any of your reporting units are at risk of failing the
quantitative impairment test
or that the fair value of each of your reporting units are
substantially in excess of carrying
value and are not at risk of failing. If a reporting unit is at risk
of failing, you should
disclose:
the percentage by which fair value exceeded carrying value at
the date of the most
recent test;
the amount of goodwill allocated to the reporting unit;
a detailed description of the methods and key assumptions used
and how the key
assumptions were determined;
a discussion of the degree of uncertainty associated with the
assumptions; and
a description of potential events and/or changes in
circumstances that could
reasonably be expected to negatively affect the key assumptions.
Please refer to Item 303(b)(3) of Regulation S-K.
Index to Financial Statements, page F-1
9. We note your response to prior comment 30. Please revise to include a
statement that
Vector Holding, LLC has not commenced operations and has no (or
nominal) assets or
Chinh Chu
VECTOR HOLDING, LLC
April 14, 2022
Page 4
liabilities.
General
10. We note your disclosure in response to comment 31 and reissue the
comment. Please
provide a single quantified aggregate dollar amount of what the
sponsor and its affiliates
have at risk that depends on the completion of a business combination,
and describe the
nature of what the sponsor and its affiliates have at risk. Include in
this amount 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.
11. We note your disclosure in response to comment 35 and reissue the
comment. 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.
12. We note your disclosure in response to comment 33 and reissue the
comment in part. As
applicable, please:
expand the prospectus cover page to include a description of
each of the securities
being offered. This description should explain the nature of the
disparate voting
rights, including the number of votes per share to which each
class of common stock
is entitled;
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 class; and
describe circumstances or events in which the conversion of
no-vote shares is
mandatory or optional, and any resultingimpact on all
shareholders, including
dilution.
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.
FirstName LastNameChinh Chu Sincerely,
Comapany NameVECTOR HOLDING, LLC
Division of
Corporation Finance
April 14, 2022 Page 4 Office of Trade
& Services
FirstName LastName