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United States securities and exchange commission logo
January 11, 2021
Scott Rajeski
Chief Executive Officer
Latham Topco, Inc.
787 Watervliet Shaker Road
Latham, New York 12110
Re: Latham Topco, Inc.
Draft Registration
Statement on Form S-1
Submitted December
15, 2020
CIK No. 0001833197
Dear Mr. Rajeski:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Our certificate of incorporation will provide that the Court of Chancery
of the State, page 37
1. Please ensure that your
disclosure regarding the scope of your exclusive forum provision
is consistent with your
disclosure on page 118. In that regard, we note that on page 118
you disclose that your
certificate of incorporation will provide the federal district courts of
the United States of
America shall be the exclusive forum for the resolution of any
complaint asserting a
cause of action arising under the Securities Act. If the provision
applies to Securities
Act claims, please also revise your prospectus to state that there is
uncertainty as to
whether a court would enforce such provision. If your exclusive
forum provision does
not apply to actions arising under the Securities Act or Exchange
Act, please also ensure
that the exclusive forum provision in the governing documents
Scott Rajeski
FirstName LastNameScott Rajeski
Latham Topco, Inc.
Comapany
January 11,NameLatham
2021 Topco, Inc.
January
Page 2 11, 2021 Page 2
FirstName LastName
states this clearly, or tell us how you will inform investors in
future filings that the
provision does not apply to any actions arising under the Securities
Act or Exchange Act.
Use of Proceeds, page 42
2. We note that you intend to use some of the proceeds from this offering
to repay certain
indebtedness. Please provide the information described in Instruction
4 to Item 504 of
Regulation S-K.
Business, page 69
3. Please balance your disclosure to discuss any material disadvantages
of fiberglass pools as
compared to vinyl and cement pools.
4. Please describe the terms of your franchise agreements and exclusive
dealer agreements.
Accelerate Fiberglass Material Conversion through Unique Market Positioning,
page 79
5. We note the table included in this section. Please revise to include
the assumptions related
to the key metrics provided in the table.
22 Subsequent Events
Acquisition of G.L. International, LLC, page F-36
6. We note your subsequent event disclosure of the acquisition of G.L.
International, LLC.
It appears the acquisition is potentially significant in the context
of Rule 3-05 of
Regulation S-X. Please evaluate the need to provide acquisition
financial statements for
the acquired business.
General
7. We note that some of your industry data used in your prospectus was
commissioned by
you. Please provide the consent of the third-party in accordance with
Rule 436.
8. Please revise to include the basis for your statements regarding your
market position. For
example, we note your disclosure on page 87 that you hold the #1
position in the
fiberglass pool category in New Zealand and Australia.
Scott Rajeski
Latham Topco, Inc.
January 11, 2021
Page 3
You may contact Andri Carpenter at 202-551-3645 or Kevin Stertzel at
202-551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Asia Timmons-Pierce at 202-551-3754 or Jay Ingram at 202-551-3397 with
any other
questions.
FirstName LastNameScott Rajeski Sincerely,
Comapany NameLatham Topco, Inc.
Division of
Corporation Finance
January 11, 2021 Page 3 Office of
Manufacturing
FirstName LastName