1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
|
||
FIRM / AFFILIATE OFFICES
|
||
Beijing
|
Moscow
|
|
Boston
|
Munich
|
|
Brussels
|
New York
|
|
Century City
|
Orange County
|
|
Chicago
|
Paris
|
|
Dubai
|
Riyadh
|
|
Düsseldorf
|
San Diego
|
|
Frankfurt
|
San Francisco
|
|
Hamburg
|
Seoul
|
|
Hong Kong
|
Shanghai
|
|
Houston
|
Silicon Valley
|
|
London
|
Singapore
|
|
Los Angeles
|
Tokyo
|
|
Madrid
|
Washington, D.C.
|
|
Milan
|
Re:
|
EverCommerce Inc.
|
|
Amendment No. 1 to Registration Statement on Form S-1
|
||
Filed June 23, 2021
|
||
File No. 333-256641
|
1. |
Given the numerous items impacting your pro forma per share calculations, please revise note (2) to provide a reconciliation of the numerator and denominator for such
calculations. Also, clarify whether the adjustments to the numerator have been tax effected or revise accordingly. Refer to Rule 11-02(b)(5) of Regulation S-X.
|
2. |
You state here that on a pro forma basis the aggregate principal amount outstanding under your New Credit Facilities will be approximately $350 million and you will
have up to $190 million available under your New Revolver; however, according to your Use of Proceeds disclosure, it appears that you anticipate using $79 million of the New Revolver to repay a portion of the existing credit facilities. As
such it would appear that on a pro forma basis you will have $429 million outstanding under your New Credit Facilities and $111 available under the New Revolver. Please revise your disclosures as necessary or explain. Similar revisions, if
necessary, should be made to your liquidity disclosures.
|
3. |
We note your revised disclosures on page 120 regarding changes to the vesting schedules for your performance-based options. Your disclosures here, however, appear to
only describe and address the vesting schedules for time-based options. Please explain this apparent inconsistency and revise, as necessary, to include a discussion of any outstanding performance-based awards and their related vesting
schedules. Refer to ASC 718-10-50-1.
|
4. |
We note from your disclosures on page 93 that you reassessed the fair value of equity awards granted during January, February and March 2021. It appears that the
weighted-average exercise price and weighted-average grant date fair value here do not reflect the reassessed valuations. Accordingly, please revise to include a discussion of such changes and the impact on your financial statements in a
subsequent event footnote. Refer to ASC 855-10-50-2.
|
Sincerely,
|
|
/s/ Benjamin J. Cohen
|
|
Benjamin J. Cohen
|
|
of LATHAM & WATKINS LLP
|