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United States securities and exchange commission logo
March 18, 2021
Marc Stad
Chief Executive Officer
Dragoneer Growth Opportunities Corp.
One Letterman Drive
Building D, Suite M500
San Francisco, CA 94129
Re: Dragoneer Growth
Opportunities Corp.
Draft Registration
Statement on Form S-4
Submitted February
16, 2021
CIK No. 000181201
Dear Mr. Stad:
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.
Form S-4 filed on February 16, 2021
Questions and Answers
Q: What will CCC's equityholders receive in return for the Business
Combination with
Dragoneer?, page 11
1. Please estimate the
approximate number of New CCC share of commons stock that will
be issued to CCC's
existing equityholders. Further, please provide more details of the
formula used to
calculate this amount. You indicate an implied equity value of
$5,740,750,000. Your
Business Combination Agreement indicates on page A-23 that the
Transaction Share
Consideration is based on dividing your adjusted equity value by $10.
Please also clarify
that the amount of shares issued to CCC's existing equityholders does
Marc Stad
Dragoneer Growth Opportunities Corp.
March 18, 2021
Page 2
not change based on the amount of redemptions from public SPAC
investors. Please
further disclose the amount of public Class A shares currently
beneficially owned by
prospective PIPE Investors.
Q: How do Sponsor and the other Initial Shareholders intend to vote their
shares?, page 25
2. In light of your Sponsor and the other Initial Shareholders intending
to vote to approve all
of the proposals, please clarify the percentage of non-affiliated
votes of your ordinary
shares that are necessary to pass each proposal.
Summary of the Proxy Statement/Prospectus, page 28
3. To provide further context for your revenue and adjusted revenue
amounts disclosed on
page 29, please provide CCC's corresponding net losses.
4. To the extent material, disclose the "sophisticated third-part
investors" who subscribed to
the PIPE Financing, which was considered one of the reasons for the
board's approval of
the business combination transaction.
5. Please add a description of the Advent Investor, your controlling
stockholder after the
Business Combination, and your Sponsor, Dragoneer Growth Opportunities
Holdings.
With respect to your Sponsor, please also briefly clarify that its
Class B ordinary shares
enabled it to appoint all of your current directors and each Class B
share has 10 votes for
any proposal to change your domicile from the Cayman Islands.
6. Please provide a more detailed description of the Shareholders Rights
Agreement,
including the duration of the lock-up period, the specific
acceleration provision of the
lock-up period triggered by a $12 share price, and the board
appointment rights based on
different levels of beneficial ownership. Please also describe the
provisions of your
articles that are subject to your Shareholders Rights Agreement as
briefly referred to on
pages 14 and 157.
7. You state that you will incur $150 million in additional debt prior to
the transaction close.
Please advise us regarding the timing of the financing and confirm that
you will provide a
discussion of the material terms of the proposed debt arrangement.
FirstName LastNameMarc Stad
8. In discussing your international expansion plans and your global total
addressable market
Comapany NameDragoneer
of $35 billion, please Growth Opportunities
clarify that Corp.
you currently generate less than 1%
of your total
March revenues from 2outside of the United States, as noted on page F-65.
18, 2021 Page
FirstName LastName
Marc Stad
FirstName LastNameMarc Stad Corp.
Dragoneer Growth Opportunities
Comapany
March NameDragoneer Growth Opportunities Corp.
18, 2021
March3 18, 2021 Page 3
Page
FirstName LastName
9. On page 29, you disclose that you are seeking to expand your solutions
beyond your core
automotive insurance claims and automotive collision repair solutions.
Please clarify your
efforts to diversify your solutions and explain whether you generate
material amounts of
revenues from these other solutions. You reference workflow tools that
includes the terms
"quote" and "underwriting" on page 226. Please clarify if your CCC
Insurance Solution is
referencing such activities as marketing, customer intake, the policy
application process,
underwriting, customer relationship management or other processes not
directly related to
claims processing.
10. Please clarify how you accounted for the difference between the $7
billion implied
enterprise value of CCC and the implied equity value of CCC of
$5,740,750 used to
calculate the share consideration for CCC equityholders.
Risk Factors
Risks Related to CCC's Business and to New CCC's Business Following the
Business
Combination
Risks Relating to Ownership of Our Common Stock
"We will incur increased costs as a result of preparing to operate as a public
company, and our
management will be required to...", page 75
11. Please clarify your disclosures to indicate whether you have
identified any material
weaknesses in your internal control over financial reporting.
Risk Factors
New CCC's Proposed Certificate of court Incorporation will designate the
Delaware Court of
Chancery..., page 103
12. Please expand your risk factor to address that Section 22 of the
Securities Act provides
concurrent jurisdiction for Securities Act claims to both state and
federal courts. Since
your exclusive forum provision provides for federal courts to have
exclusive jurisdiction
over Securities Act claims, please briefly discuss the uncertainty as
to whether this
provision is enforceable and the investors cannot waive compliance
with the federal
securities laws and the rules and regulations thereunder.
Summary of Dragoneer Financial Analysis, page 144
13. We note that Dragoneer s Board was provided with the certain
prospective financial
information including Adjusted Revenue and Adjusted EBITDA that were
prepared by
management of CCC. Please disclose in greater detail the basis for and
the nature of the
material assumptions underlying the projections.
Marc Stad
FirstName LastNameMarc Stad Corp.
Dragoneer Growth Opportunities
Comapany
March NameDragoneer Growth Opportunities Corp.
18, 2021
March4 18, 2021 Page 4
Page
FirstName LastName
14. In your fairness/valuation analysis for CCC, we note that you received
and considered
projections for adjusted revenue and adjusted EBITDA for 2021. Please
advise us
whether these figures comprise all the financial projections that were
provided to you by
CCC management that were referenced in your background of the business
combination
narrative.
Unaudited pro Forma Condensed Combined Financial Information, page 193
15. Please help us better understand your disclosures that indicate CCC
modified its existing
equity awards such that there will be a change of the probable
performance condition at
the consummation of the Business Combination, and pro forma
adjustments for the
incremental stock compensation expense adjustments will be material.
16. Please explain why no effect has been given to the unaudited pro forma
combined
financial information for the new equity awards CCC expects to enter
into with its
employees upon the consummation of the Business Combination.
Information About CCC, page 220
17. You have several references to Internet of Things trends in the
industry, but specifically
mention that your CCC applications powers "IoT capabilities" on page
230. Please
explain how your applications relate to Internet of Things.
18. We note that you have categories of solutions including CCC Insurance
Solutions, CCC
Repair Solutions, and CCC Other Ecosystems Solutions. To the extent
material, discuss
the revenue contribution of each of these categories and clarify
whether there are material
differences in these revenue streams such as pricing or margins.
Key Performance Measures and Operating Metrics, page 236
19. Please clarify the differences in your Software Net Dollar Retention
Rate ("NDR") and
your Software Gross Dollar Retention Rate ("GDR"). You disclose that
GDR reflects
only customer losses and does not reflect customer expansion or
contraction for these
billing accounts on page 237, but your descriptions of the calculation
for NDR and GDR
appear identical.
Results of Operations
Revenue, page 244
20. We note that the increase in revenues was primarily a result of sales
to new customers,
existing customer upgrades, expanding solution offerings to these
existing customers, as
well as increased transactional volumes from existing customers. When
a material change
in revenues is attributed to two or more factors, including any
offsetting factors, please
quantify the relative impact of each identified factor. We refer you
to Item 303(a)(3) of
Regulation S-K and Section III.D of SEC Release 33-6835.
Marc Stad
FirstName LastNameMarc Stad Corp.
Dragoneer Growth Opportunities
Comapany
March NameDragoneer Growth Opportunities Corp.
18, 2021
March5 18, 2021 Page 5
Page
FirstName LastName
CCC's Management's Discussion and Analysis of CCC's Financial Condition and
Results of
Operations
Non-GAAP Financial Measures, page 246
21. Please clarify why excluding First Party Clinical Services results
from each of your Non-
GAAP measures is appropriate. We refer you to Questions 100.04 of
Compliance
& Disclosure Interpretations on Non-GAAP.
Liquidity and Capital Resources, page 248
22. Please file CCC's First Lien Credit Agreement, Second Lien Credit
Agreement and
Interest Rate Swap Agreements as exhibits pursuant to Item 601(b)(10)
of Regulation S-
K.
Critical Accounting Policies and Estimates, page 253
23. Please revise your critical accounting policies to discuss the
estimates and assumptions
associated with your stock incentive plans and the fair value of
common stock. We refer
you to Item 303(a)(3)(ii) of Regulation S-K and Section V of SEC
Release No. 33-8350.
Director Independence, page 268
24. You indicate that you may utilize the controlled company exemptions
for certain
corporate governance provisions of the NYSE. Please clarify which
exemptions you
intend to utilize after the close of your Business Combination.
Beneficial Ownership of Securities, page 273
25. Please disclose the natural person(s) that hold investment and/or
voting power over your
the shares of common stock beneficially owned by entities listed in
your beneficial
ownership table.
Dragoneer Growth Opportunities Corp.
Condensed Balance Sheet, page F-2
26. Please update your financial statements pursuant to Rule 3-01 of
Regulation S-X.
Audited Consolidated Financial Statements of Cypress Holdings, Inc.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-40
27. You disclose that for contracts with fixed and variable consideration,
to the extent that
customers usage exceeds the committed contracted amounts under
their subscriptions,
they are charged for their incremental usage and for such overage
fees, the Company
includes an estimate of the amount it expects to receive for the total
transaction price if it
Marc Stad
Dragoneer Growth Opportunities Corp.
March 18, 2021
Page 6
is probable that a significant reversal of cumulative revenue recognized
will not occur.
Please clarify how you recognize revenue for these arrangements. Describe
the impact of
a contract performing under or exceeding the committed contract amounts.
In this respect,
describe your pricing model and explain how overage fees compares with
the pricing for
contracts where fees are solely based on transaction volume. We refer you
to ASC 606-
10-32-5. In addition, revise to disclose the amount of revenue recognized
for each
contract arrangement types (i.e., fixed and variable; transaction volume
only). We refer
you to ASC 606-10-55-91(d).
Note 9. Goodwill and Intangible Assets, page F-52
28. Please explain how you determined the customer relationships have an
estimated use life
ranging from 16 to 18 years. We refer you to ASC 350-30-35.
Note 16. Stock Incentive Plans, page F-59
29. Please tell us whether the performance conditions are probable of
occurring for your
performance-based and market-based options at the consummation of the
Business
Combination.
Note 22. Subsequent Events, page F-65
30. We note that in December 2020, you sold your First Party Clinical
Services to a third-
party buyer. Please tell us your consideration of presenting the
divestiture of First Party
Clinical Services as held for sale or discontinued operations in your
consolidated financial
statements for the year ending December 31, 2020. We refer you to ASC
205-20-45.
You may contact Morgan Youngwood, Senior Staff Accountant, at (202)
551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions regarding
comments on the financial statements and related matters. Please contact Edwin
Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameMarc Stad
Division of
Corporation Finance
Comapany NameDragoneer Growth Opportunities Corp.
Office of
Technology
March 18, 2021 Page 6
cc: Thomas Holden, Esq.
FirstName LastName