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January 16, 2020
Jude Bricker
Chief Executive Officer
SCA Acquisition Holdings, LLC
2005 Cargo Road
Minneapolis, MN 55450
Re: SCA Acquisition Holdings, LLC
Draft Registration Statement on Form S-1
Submitted December 19, 2019
CIK No. 0001743907
Dear Mr. Bricker:
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.
Confidential Draft Submission No. 1 on Form S-1 submitted December 19, 2019
Cover Page
1. Please expand your cover page disclosure to briefly discuss your
dual-class structure and
the relative voting rights of your Class A and Class B common stock.
Prospectus Summary, page 1
2. Please expand your disclosure to briefly describe the meaning of the
terms "unbundled
product," "mobile bounce," and "conversion rate."
Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
January 16, 2020 Page 2
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FirstName LastName
3. Please revise to clarify why you believe you represent "a new breed of
hybrid carrier." In
this regard, we note you disclose that your operations consist of
scheduled and charter
flights but also discuss how your model includes certain low-cost and
ultra low-cost
structure characteristics.
4. Please revise your disclosure to include quantitative information to
support your
determination that your "unique model" generates "superior returns and
high margins."
Prospectus Summary
Our Competitive Strengths, page 2
5. Please provide additional details about the management study disclosed
on page 4 so that
an investor may understand its significance, including the number of
respondents and how
they were selected to participate in the study.
Prospectus Summary
Our Competitive Strengths
Tactical Mid-Life Fleet with Flexible Operations, page 4
6. We note you maintain low aircraft ownership costs by purchasing
mid-life aircraft, which
have a lower purchase price than comparable new aircraft. Expand your
disclosure to
provide a more balanced perspective of the expected trends in
maintenance and repair
expenses associated with the ownership of mid-life aircraft versus new
aircraft, and how
these expected trends may impact lower ownership costs.
Risk Factors
We depend on a sole-source supplier for the majority of our aircraft parts....,
page 40
7. We note your disclosure that you depend on a sole-source supplier for
the majority of your
aircraft parts and your disclosure that any supply disruption could
have a material adverse
effect on your business. Please revise to identify such supplier, or
tell us why such
information is not material. In addition, please file your contract
with such supplier, or
tell us why it is not required to be filed. Refer to Item 601(b)(10)
of Regulation S-K.
Risk Factors
We are a holding company and rely on dividends, distributions, and other
payments, advances,
and transfer of funds from our subsidiaries ..., page 49
8. We note from this disclosure that the Successor is a holding company
with restrictions on
the ability to pay dividends. Please tell us how you determined that
the information
specified by Schedule I per Rule 5-04 of Regulation S-X is not
required.
Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
Page 3
January 16, 2020 Page 3
FirstName LastName
Our future earnings and earnings per share, as reported under GAAP, could be
adversely
impacted by the warrants granted to Amazon...., page 50
9. Please revise your risk factor disclosure here or elsewhere as
appropriate, to include all
material risks associated with Amazon's ownership of your Class A
common stock and
warrants. In this regard, we note your disclosure on page 115 that as
long as Amazon
holds the 2019 Warrants or any shares of Class A common stock and its
contract remains
in effect, Amazon will have the right to nominate a member or an
observer to your board
of directors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Operating Statistics and Metrics, page 74
10. We note the tabular presentation of Key Operating Statistics and
Metrics on page 74 as
well as your qualitative discussions and other related disclosures
throughout the
Submission. Tell us why you believe it is appropriate to present
operating statistics and
metrics based on GAAP and non-GAAP financial measures without
providing the audited
financial statements for those same periods.
11. We note that the definition of "CASM excluding fuel" is further
adjusted to exclude
certain commissions and other costs of selling your vacation products.
Please revise the
title of this metric to clarify that it excludes more than just fuel.
12. We note that the definition of "Adjusted CASM" excludes items that are
"unusual and not
representative of [y]our ongoing costs." Tell us why you believe stock
compensation is
appropriately included in this category, or revise your description of
the type of
adjustments made to this non-GAAP measure as appropriate. Refer to
Question 102.03 of
the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures (April
4, 2018).
Comparison of Successor 2019 period to Combined 2018 period, page 76
13. We note the explanation for the decrease in other revenue was
primarily due to lower net
revenues from your Sun Country Vacations products. However, we are
unable to locate
meaningful disclosure in the Submission that addresses the underlying
nature of these
products, other than the high-level description on page 71, which
indicates that these
products include organizing ground services, such as hotel, car and
transfers. Please
expand the disclosure in your Submission to provide relevant
information regarding the
nature of these products and how they fit into your overall business
model.
Non-GAAP Financial Measures
Presentation of Combined 2018 Period, page 79
14. We note that you have provided a tabular presentation and related
discussion of non-
GAAP "combined" financial data for the predecessor period ended April
10, 2018 and the
successor period ended December 31, 2018 within this Submission.
Please note that your
Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
January 16, 2020 Page 4
Page 4
FirstName LastName
primary discussion should be of the actual results for each period
(i.e. predecessor and
successor separately). It is inappropriate to merely combine
information for predecessor
and successor periods. You can supplement your discussion of the
actual historical results
of operations and capital resources with a discussion of pro forma
financial information
(e.g. predecessor period plus successor period plus pro forma
adjustments). The pro forma
financial information should be presented in a format consistent with
Article 11 of
Regulation S-X and any discussion of such pro forma information should
supplement and
not be given greater prominence than actual results. Revise the
applicable disclosures
accordingly, including the key operating statistics and metrics that
are calculated with
combined financial information.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 81
15. We note your disclosure that your ABL Facility contains "customary
affirmative and
negative covenants." If material, please describe any negative
covenants that may restrict
your ability to pay dividends, and briefly disclose the specific terms
of the financial
maintenance covenant.
Off Balance Sheet Arrangements
Fuel Consortia, page 85
16. We note from the disclosure under this heading that you participate in
"fuel consortia" at
MSP and Las Vegas International Airport through agreements that
include cost-sharing
provisions and environmental indemnities that are generally joint and
several among the
participating airlines. These agreements, per the disclosure, are not
reflected on the
balance sheet. Please expand your disclosure to provide further
clarity into the nature and
terms of these agreements to aid in an understanding as to why
off-balance sheet
classification is appropriate. In your response, please address how
you considered the
applicability of ASC 810-10-15 as a variable interest entity as well
as ASC 460 related to
guarantees and other obligations.
Business
Competition, page 101
17. We note the chart that you have provided on page 101 comparing your
CASM excluding
fuel and utilization with your competitors. Please revise to indicate
the time period
covered in the chart.
Management, page 111
18. Please revise to provide the time periods associated with the business
experience of your
executive officers and directors during the past five years. For
example, please clarify the
time periods that Jude Bricker has been at positions with Allegiant
Travel Company, and
the time periods over the last five years that Dave Davis was employed
at Global Eagle
Jude Bricker
FirstName LastNameJude Bricker
SCA Acquisition Holdings, LLC
Comapany NameSCA Acquisition Holdings, LLC
January 16, 2020
January 16, 2020 Page 5
Page 5
FirstName LastName
Entertainment, Inc. and his various other roles that are disclosed
before he joined your
company in May 2018. See Item 401(e) of Regulation S-K.
Executive Compensation, page 118
19. Please tell us why you have not provided 2018 executive compensation
information for a
third executive officer serving as of December 31, 2018. Refer to Item
402(m)(2) of
Regulation S-K.
Certain Relationships and Related Party Transactions, page 130
20. Once available, please revise your disclosure to include the number of
shares which will
be registrable under the registration rights agreement and describe
the attendant risks to
investors in this offering. We also note that you plan to enter into a
registration rights
agreement with Amazon. Please also file that registration rights
agreement as an exhibit
or advise.
Description of Capital Stock
Exclusive Forum Selection, page 140
21. We note your disclosure that the exclusive forum provision will not
apply to suits brought
to enforce any liability or duty created by the Securities Act or the
Exchange Act. Please
ensure that the exclusive forum provision in the governing document
states this clearly, or
tell us how you will inform investors in future filings that the
provision does not apply to
any actions arising under the Securities Act or Exchange Act.
Notes to Consolidated Financial Statements
Note 2. Business Combinations, page F-9
22. We note that the fair value of the assets acquired and the liabilities
assumed in the
acquisition of MN Airlines, LLC were estimated using market, income,
and cost
approaches. Please revise to provide information that is more
responsive to the disclosure
requirements in ASC 820-10-50. In this regard, we are unable to locate
a discussion of the
inputs that were used in the valuation methods, including the material
judgments and
assumptions that were made.
Note 3. Summary of Significant Accounting Policies
Unaudited Pro Forma Balance Sheet Information, page F-11
23. We note that the information described under this heading appears to
have pro forma
impact on the Liabilities and Members' Interest portion of the
consolidated balance sheet
on page F-4. However, the column titled Pro Forma Information is shown
only on page F-
3. Please revise the explanation in this footnote to clearly identify
and explain the nature
of the pro forma adjustments that will be presented on the face of the
historical financial
statements.
Jude Bricker
SCA Acquisition Holdings, LLC
January 16, 2020
Page 6
Restricted Cash, page F-12
24. Expand your disclosure here to describe the nature of the restriction on
the charter revenue
receipts. Refer to ASC 230-10-50-7.
Note 4. Earnings Per Share, page F-18
25. Relocate the tabular information in this footnote under the heading
Unaudited Pro Forma
Net Loss per Share to Common Stockholders to the face of the historical
financial
statements. Additionally, expand the pro forma disclosures to include the
predecessor
period from January 1, 2018 to April 10, 2018 to also reflect your change
in tax status.
Note 14. Special Items, page F-28
26. We note from disclosure on page F-15 that the terms of the frequent flier
rewards
program, now called Sun Country Rewards, were modified such that point
expiration was
accelerated, while at the same time, making the points more valuable for
members. As a
result, a net gain of $8,463 was recorded in Special Items. Tell us more
about how the
accounting for this modification was determined and how the net gain was
calculated.
General
27. Please supplementally provide us with 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,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact Jennifer O'Brien, Staff Accountant, at (202) 551-3721,
or Shannon
Buskirk, Staff Accountant, at (202) 551-3717 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Advisor,
at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at
(202) 551-3584 with
any other questions.
Sincerely,
FirstName LastNameJude Bricker
Division of
Corporation Finance
Comapany NameSCA Acquisition Holdings, LLC
Office of Energy &
Transportation
January 16, 2020 Page 6
cc: Brian M. Janson, Esq.
FirstName LastName