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United States securities and exchange commission logo
February 24, 2021
Scott Rajeski
Chief Executive Officer
Latham Topco, Inc.
787 Watervliet Shaker Road
Latham, New York 12110
Re: Latham Topco, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted February
12, 2021
CIK No. 0001833197
Dear Mr. Rajeski:
We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form S-1
Summary, page 1
1. Please prominently
disclose that a significant portion of the proceeds from this offering
will be used to repay
the various distributions referenced in your prospectus and to
repurchase shares of
common stock from the Principal Stockholders, senior management
and directors, and
other pre-IPO stockholders. Please quantify those amounts and
reconsider the
disclosure on page 43 that alludes to proceeds from the IPO being used to
grow the business.
Please also disclose your distributions to the Parent for fiscal years
2019 and 2020.
2. Please include
disclosure regarding your substantial indebtedness.
Scott Rajeski
Latham Topco, Inc.
February 24, 2021
Page 2
3. Please revise to disclose the board nomination rights provided in the
Stockholders'
Agreement. Please also consider updating your risk factor on page 33.
Use of Proceeds, page 43
4. Please revise the discussion of your use of proceeds to disclose that
the majority of the
funds from your credit agreement were used to pay a distribution to
your Parent and repay
the Parent Note, quantifying the amount of the distribution paid to
your officers, directors
and affiliates. If appropriate, provide Regulation S-K Item 404
disclosure of this
distribution under Certain Relationships and Related Party
Transactions.
Note 22 Subsequent Events, page F-36
5. We note your response to our prior comment one. We will complete our
evaluation of
your response when you file all required financial statements.
You may contact Andi 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
February 24, 2021 Page 2 Office of
Manufacturing
FirstName LastName