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United States securities and exchange commission logo
April 15, 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.
Registration
Statement on Form S-4
Filed March 30,
2021
File No. 333-254845
Dear Mr. Stad:
We have reviewed your 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.
References to our
prior letter refer to our letter dated March 18, 2021 unless otherwise
noted.
Form S-4
Summary of Dragoneer Financial Analysis, page 147
1. We note your response
to prior comment 14 regarding the financial projections that were
provided by CCC
management. Please revise to describe the additional financial
information that was
provided by CCC management to your board and financial advisors
that are not already
disclosed.
Unaudited pro Forma Condensed Combined Financial Information, page 200
2. Please revise to
include references to your pro forma adjustments in your Unaudited Pro
forma Combined Balance
Sheets and Unaudited Pro Forma Combined Statement of
Marc Stad
FirstName LastNameMarc Stad Corp.
Dragoneer Growth Opportunities
Comapany
April NameDragoneer Growth Opportunities Corp.
15, 2021
April 215, 2021 Page 2
Page
FirstName LastName
Operations. The adjustment notes should contain summaries or tables
that allow for clear
reconciliation to the adjustments noted in the columns. See Article
11-02(a)(8)
of Regulation S-X. Pro forma adjustments generally should not be
netted, unless the gross
amounts can be clearly determined from the explanatory footnotes.
Please note that we
may have additional comments once you include the appropriate
references. In addition,
the amount presented in the pro forma no redemption column for
additional paid-in-
capital is not correct.
Note 3 Pro Forma Adjustments, page 205
3. Please revise to include a reconciliation of your pro forma cash and
cash equivalents
balance as of December 31, 2020. In this respect, include a table
presenting how each of
your pro forma adjustments affects your pro forma cash and cash
equivalents.
4. Please clarify your disclosures that indicate an additional dividend,
when approved by the
CCC board of directors, will be financed by long-term debt. In this
respect, clarify why
you have included the plan to declare an additional dividend upon the
consummation of
the Business Combination in the pro forma condensed balance sheet. In
addition, disclose
the terms of the debt that is under consideration.
5. We note your disclosures that indicate the remaining transaction costs
to be incurred by
Dragoneer subsequent to December 31, 2020 of $15.9 million will be
included in
Dragoneer s pre-merger statement of operations, therefore are not
included in New CCC s
unaudited pro forma condensed combined statements of operations for
the year ended
December 31, 2020. Please clarify why this adjustment is being
included in the pro
forma condensed balance sheet and not in the pro forma condensed
statements of
comprehensive income. See Article 11-02 (a)(6)(i)(B) of Regulation
S-X. Pro forma
condensed statements of comprehensive income depict the effect of the
pro forma balance
sheet adjustments assuming those adjustments were made as of the
beginning of the fiscal
year presented.
Note 4. Earnings (Loss) per Share, page 207
6. Common shares whose proceeds will be used for general corporate
purposes should not be
included as an adjustment in computing pro forma EPS. Please clarify
why you believe
that it is appropriate to include these common shares. You may present
additional EPS
data reflecting the issuance of all shares if you consider this
information meaningful. If
this additional EPS is shown on the face of the pro forma statement of
comprehensive
income, it should be labeled appropriately.
Results of Operations, page 254
7. We note your revised disclosures in response to prior comment 20.
Please revise to
quantify the increase in revenues during fiscal 2019 attributable to
sales to new customers
and existing customers.
Marc Stad
Dragoneer Growth Opportunities Corp.
April 15, 2021
Page 3
CCC's Management's Discussion and Analysis of CCC's Financial Condition and
Results of
Operations
Non-GAAP Financial Measures, page 259
8. We note your response to prior comment 21 and believe the measure is
tailored
accounting as the presentation is inconsistent with GAAP. As these
divested operations
did not meet the criteria for being presented as discontinued
operations pursuant to ASC
205-20, your non-GAAP measures appear to substitute individually
tailored recognition
and measurement methods for those of GAAP. Please revise to remove
these measures.
Refer to Question 100.04 of the Non-GAAP C&DIs. Similar concerns apply
to your
presentation of revenue excluding the impact of divested businesses
throughout the filing.
Beneficial Ownership of Securities, page 290
9. Please provide disclosure of the natural persons that have investment
and/or voting power
over the shares beneficially owned by affiliates of TCV Investor. Your
revised footnote
(9) does not provide this information and references general partners
that are entities of its
affiliated funds.
Audited Consolidated Financial Statements of Cypress Holdings, Inc.
Notes to Consolidated Financial Statements
Note 9. Goodwill and Intangible Assets, page F-38
10. We note from your response to prior comment 28 that in connection with
the 2017 Advent
International acquisition of CCC, the customer relationships were
valued using a multi-
period excess earnings method and projected revenue growth rates
pre-attrition ranged
from 13% to 34% in 2018 and gradually decreased to a long-term growth
rate of 3% by
2023. Please tell us your actual growth rates pre-attrition for each
period presented and
whether those actual results are consistent with your projected growth
rates. In this
respect, your disclosures on page 260 seem to imply that your adjusted
revenue from
existing customers is approximately 3% in fiscal 2020. Provide us with
your evaluation of
the customer relationship intangible assets as December 31, 2020 to
determine whether
events or circumstances warrant a revision to the remaining period of
amortization. We
refer you to ASC 350-30-35-9.
Note 22. Subsequent Events, page F-52
11. We note your revised disclosures in response to prior comment 29. Please
explain
FirstName LastNameMarc Stad
why the performance condition would not be satisfied upon consummation
of the
Comapany NameDragoneer
Business Combination.Growth Opportunities
Clarify whether the Corp.
achievement of the
sponsor return defined in
the2021
April 15, original
PageEquity
3 Plan will be satisfied in connection with the
Business Combination.
FirstName LastName
Marc Stad
FirstName LastNameMarc Stad Corp.
Dragoneer Growth Opportunities
Comapany
April NameDragoneer Growth Opportunities Corp.
15, 2021
April 415, 2021 Page 4
Page
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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,
Division of
Corporation Finance
Office of Technology
cc: Thomas Holden, Esq.