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United States securities and exchange commission logo
March 15, 2021
Robert Alpert
Chief Executive Officer
P10, Inc.
4514 Cole Avenue, Suite 1600
Dallas, Texas 75205
Re: P10, Inc.
Draft Registration
Statement on Form S-1
Submitted February
12, 2021
CIK No. 0001841968
Dear Mr. Alpert:
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 submitted February 12, 2021
Prospectus Summary , page 1
1. Please expand your
initial paragraph to explain what you mean when you say that the
company is "a
multi-asset class private market solutions provider." Disclose what issues
the solutions you
provide are intended to address and what you mean by "specialized
investment vehicles"
where you first use the terms. We also note at the bottom of page 1
your reference to
adding new asset class solutions. Please balance that disclosure by
clarifying whether or
not you have any current plans in this regard, and discuss any steps
involved in order to
add new asset class solutions.
2. Please explain your
basis for the statement that you have a "leading" presence in North
America. Disclose the
market to which you are comparing the company and the reasons
Robert Alpert
FirstName
P10, Inc. LastNameRobert Alpert
Comapany
March NameP10, Inc.
15, 2021
March2 15, 2021 Page 2
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that you believe your are a leader in that market.
The Offering, page 18
3. Please also disclose here the Series A Junior Participating Preferred
Stock Purchase
Rights that you are also registering in this offering.
Risk Factors
Our indebtedness and our future indebtedness, page 28
4. Revise the risk factor on page 28 to provide greater specificity with
respect to which
agreements contain the covenants that may limit future activities.
Also, please confirm
that you have filed or will file all material debt agreements.
5. Please refer to the risk factor on page 50 pertaining to the risks of
being deemed to be an
"investment company" for purposes of the Investment Company Act of
1940. Please
provide us with additional analysis as to why you do not believe that
you are an
investment company within the meaning of the Act and any exemptions
you rely upon.
Use of Proceeds, page 63
6. Please file the Credit and Guaranty Facility with HPS Investment
Partners, LLC as an
exhibit to the Registration Statement. When the information is
available, expand this
section to quantify the amounts that will be applied to debt and the
uses to which the
company expects to apply the remaining proceeds, if any. Please also
set forth the interest
rate and maturity of the indebtedness to be discharged from the
proceeds. If the
indebtedness to be discharged was incurred within one year, describe
the use of proceeds
from such indebtedness other than short-term borrowings used for
working capital. Refer
to Item 504 of Regulation S-K.
7. In the risk factor on page 26, you state that you intend to expand
your business, and may
enter into new lines of business. Please disclose separately the
amount of proceeds, if
any, that you expect to devote to these activities.
Administrative Services Agreement, page 69
8. We note your reference to Enhanced Capital Holdings as having a
controlling interest in
ECP. Please revise to provide additional details regarding Enhanced
Capital Holdings
including:
a short description of their business; and
its relationship with Enhanced Capital Partners, Enhanced
Capital Group, P10 or any
affiliated entities prior and subsequent to the Reorganization
Agreement.
Robert Alpert
FirstName
P10, Inc. LastNameRobert Alpert
Comapany
March NameP10, Inc.
15, 2021
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Unaudited Pro Forma Condensed Consolidated and Combined Financial Information
Description of ECG and ECP
Reorganization Agreement, page 69
9. We note your disclosure on page 69 that ECP also contributed
certain of its own
permanent capital subsidiaries to Enhanced PC in exchange for a
controlling equity
interest in ECP. Please revise or reconcile this statement related
to your controlling
equity interest in ECP to your disclosure on page 85 that states
ECP contributed its
legacy permanent capital subsidiaries for the remaining 31.25%
economic interest and
100% of the voting interests of Enhanced PC.
10. We note your disclosure on page 85 that:
ECG received a 68.75% economic interest and 0% of the voting
interest of Enhanced
PC, and
ECP received the remaining 31.25% economic interest and 100% of
the voting
interests of Enhanced PC.
We also note your disclosure on page 69 that, the equity interest
obtained by ECG and
ECP were based on the relative fair value of the assets contributed by
each party. Please
revise this disclosure to clarify the nature of the equity interests
obtained whether
economic or voting. Otherwise, please explain the meaning of this
disclosure.
11. Please revise to disclose the purpose of the reorganization.
12. We note your disclosure related to the allocation of the consideration
paid by P10 to the
fair value of the assets acquired and liabilities assumed in the
acquisition of ECG and
ECP.
Please tell us how you determined the allocation of the
consideration. Specifically
tell us all the key facts and circumstances related to measuring
the fair value of the
assets acquired and liabilities assumed of ECG and ECP and how
you determined it
was appropriate to not ascribe any value to the net assets of EGC
s Permanent Capital
Subsidiaries contributed to Enhanced PC immediately after the
acquisition. Please
tell us if and how the measurement would have changed had you
ascribed value to
these Permanent Capital Subsidiaries.
Please tell us the guidance that supports your determinations
to recognize and
measure your equity investment in ECP at $1.
Please tell us if you ascribed any value to ECP s Permanent
Capital Subsidiaries
contributed to Enhanced PC immediately after the acquisition.
Please tell us if and
how the measurement would have changed had you made a different
determination
related to these Permanent Capital Subsidiaries.
Robert Alpert
FirstName
P10, Inc. LastNameRobert Alpert
Comapany
March NameP10, Inc.
15, 2021
March4 15, 2021 Page 4
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FirstName LastName
Basis of Pro Forma Presentation, page 70
13. Please revise your disclosure here and elsewhere where you describe
your pro forma
information (e.g. the Introduction, Note 1, etc.) to clarify that the
information only
includes P10 s acquisition of a non-controlling equity investment in
ECP accounted for as
an equity method investment.
Unaudited Pro Forma Condensed Consolidated and Combined Statement of operations
of P10,
Inc. And Its Subsidiaries For the Nine Months Ended , page 73
14. Please revise to remove Column F Management s Adjustments from
the face of your
Unaudited Pro Forma Condensed Consolidated and Combined Statement of
Operations.
Refer to Rule 11-02(a)(7)(ii)(A) of Regulation S-X.
Note 2. Unaudited Pro Forma Condensed Consolidated and Combined Balance Sheet
C), page 77
15. We note your disclosure on page 77 that the acquisition of the equity
interests in ECG and
ECP were negotiated simultaneously for a single purchase price. Please
tell us all the
facts and circumstances related to the rationale that you were able to
negotiate one
purchase price for both entities. Please revise to disclose the
relationship between ECG
and ECP specifically stating if they are related parties or
affiliates.
Note 3. Unaudited Pro Forma Condensed Consolidated and Combined Statement of
operations
Adjustment 2), page 84
16. We note you have a $3.7 million adjustment for professional fees
expected to be incurred.
It appears that these costs do not meet the criteria to be presented
as a Transaction
Accounting Adjustment. Please revise to present these as a Management
Adjustment in
the pro forma notes. Refer to Rule 11-02(a) of Regulation S-X.
Adjustment 7), page 86
17. Please revise to have separate notes for amounts presented as an
Acquisition Transaction
Adjustment and for amounts presented as a Management Adjustment.
Adjustment 8, page 86
18. Please revise to disclose any uncertainty related to the
collectability of any revenue from
Enhanced PC given the pro forma losses disclosed on page 85. Refer to
Rule 11-
02(a)(7)(ii)(d) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
91
19. Please revise your Management s Discussion and Analysis (MD&A) to
discuss your
financial condition and changes in financial condition for each of the
periods presented as
Robert Alpert
FirstName
P10, Inc. LastNameRobert Alpert
Comapany
March NameP10, Inc.
15, 2021
March5 15, 2021 Page 5
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FirstName LastName
required by Item 303(a) of Regulation S-K.
20. We note your disclosure that majority of your revenues are generated
through long-term,
fixed fee management and advisory contracts with investors for
providing investment
solutions in various investment vehicles. Please describe your pricing
structure as
included in fund management fee contracts, advisory service fee
contracts, consulting
agreements, referral fees, subscriptions and contracts for other
services. Please also briefly
describe the consulting agreements and other services you provide.
Management's Discussion and Analysis, page 91
21. We note your disclosure regarding forward-looking statements. Please
note that the
Private Securities Litigation Reform Act of 1995 safe harbor
provisions do not apply to
initial public offerings. Refer to Section 27A of the Securities Act.
Please either delete
any references to the PSLRA or make clear that the safe harbor does
not apply to this
offering.
Fee-Paying Assets Under Management, or FPAUM, page 97
22. Please revise to include a roll forward, for all periods presented, of
fee paying assets under
management (FPAUM) presenting significant changes on a gross basis.
Please
disaggregate the roll forwards by vehicle type, solution or other
category if meaningful to
understand your business or financial results. Please identify
significant trends or
concentrations in your FPAUM and discuss the causal factors for the
trends. Refer to Item
303(a)(3) of Regulation S-K.
Revenues, page 97
23. For all periods presented, please quantify the weighted average
management fee and
include a discussion of any significant trends in your average fee
rates.
Business of P10, page 111
24. Please provide a brief description of the principal investment
products in each asset class
that you offer, as well as the target investor market for each
product.
25. Please expand the discussion of your competition to include the
information required by
Item 101(c)(x) of Regulation S-K, including the identity of the
principal markets in which
you compete, the principal methods of competition and the positive and
negative factors
pertaining to your competitive position.
Robert Alpert
P10, Inc.
March 15, 2021
Page 6
Committees of the Board of Directors, page 140
26. From the disclosure in this section, it appears that you will be a
controlled company after
the offering. Please include disclosure that you will be a controlled
company in the
prospectus summary, discuss any risk factors related to being a
controlled company, and
whether the company will utilize any related exemptions to governance
rules under
exchange listing standards.
Description of Capital Stock, page 156
27. Please also disclose your excusive forum provision in this section.
Please also confirm
that your amended and restated certificate of incorporation will
clarify how or if the
exclusive forum provision applies to Securities Act and Exchange Act
claims, consistent
with the disclosure provided under "Our amended and restated
certification of
incorporation," at page 52, or tell us how you will inform investors
in future filings that
the provision does not apply to actions arising under the Exchange
Act.
General
28. Please provide us with supplemental copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
have presented or expect to present to potential investors in reliance
on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain,
copies of those
communications. Please contact the staff member associated with the
review of this
submission to discuss how to submit the materials, if any, to us for
our review.
You may contact William Schroeder at 202-551-3294 or Michael Volley at
202-551-
3437 if you have questions regarding comments on the financial statements and
related
matters. Please contact Julia Griffith at 202-551-3267 or Susan Block at
202-551-3267 with any
other questions.
FirstName LastNameRobert Alpert Sincerely,
Comapany NameP10, Inc.
Division of
Corporation Finance
March 15, 2021 Page 6 Office of
Finance
FirstName LastName