View:
November 27, 2018
James E. Hohmann
Chief Executive Officer
Vericity, Inc.
8700 W. Bryn Mawr Avenue
Suite 900S
Chicago, Illinois 60631
Re: Vericity, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 13, 2018
CIK No. 0001575434
Dear Mr. Hohmann:
We have reviewed your amended 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. Unless
we note
otherwise, our references to prior comments are to comments in our November 3,
2018 letter.
Amendment No. 1 to DRS Submitted 11/13/2018
Prospectus Summary, page 1
1. We note your revised disclosure in response to our prior comment 3.
Please further revise
your disclosure to specify that if the standby purchaser acquires more
than 50% of your
outstanding common stock, it will be able to determine the outcome of
corporate actions
and may do so without a meeting of stockholders.
Use of Proceeds, page 33
2. We note your response to prior comment 9 and reissue the comment. Please
disclose here
and in the Summary an approximate amount of the offering proceeds that
may be paid as a
James E. Hohmann
FirstName LastNameJames E. Hohmann
Vericity, Inc.
Comapany 27, 2018
November NameVericity, Inc.
November 27, 2018 Page 2
Page 2
FirstName LastName
special cash dividend. See Item 504 of Regulation S-K. While we note
that you cannot
predict the precise amount of excess capital that may be available due
to various factors,
we will not object to qualifying language cautioning investors that
the amount disclosed is
an estimate and is subject to change. Additionally, please clearly
disclose here and in the
Summary that the standby purchaser will receive a substantial portion
of the special
dividend, and that the standby purchaser will control the board of
directors and therefore
will be determining the amount and timing of the special dividend it
will receive.
Business
Affinity Partners, page 73
3. We note your response to prior comment 11 and your belief that you are
not substantially
dependent on your affinity arrangements. Please expand your analysis
to provide support
for this conclusion that includes both qualitative and quantitative
factors as a basis for
your assertion that these agreements are not required to be filed.
Apex Holdco Equity Incentive Plan , page 121
4. We note your response to prior comment 15. Item 601(b)(10) of
Regulation S-K is not
limited to agreements where the company or subsidiary is a party, but
includes
agreements in which the company or subsidiary has a beneficial
interest. As noted in the
registration statement, the grant of equity-based awards is intended
to encourage the
creation of long-term value for stockholders by helping to align the
interests of the
participants under the plan with those of your stockholders and to
promote employee
retention and ownership. Because the company has a beneficial interest
in the Apex
Holdco Equity Incentive Plan, please file it as an exhibit to the
registration statement. As
previously requested, please tell us what exemption from registration
under the Securities
Act the standby purchaser intends to rely upon to issue Class B units
of Apex Holdco L.P.
and the facts supporting the use of the exemption. Please also add a
risk factor discussing
the potential conflicts of interest between investors in the offering
and directors and
employees that may receive awards under the equity incentive plan,
including that those
eligible to receive awards may be more likely to participate in the
subscription offering
given the opportunity to receive equity interests in the standby
purchaser.
Consolidated Financial Statements, page F-3
5. Please address the following regarding your response to our prior
comment 17 related to
your omission ofthe audited financial statements of Vericity, Inc.,
the registrant:
You did not specify which scenario described in Section 1160.1 of
the Financial
Reporting Manual on our website is applicable in your case. As you
explain in your
response, Vericity, Inc. was formed on February 14, 2013; however,
the internal
guidance you specified is applicable to recently organized
registrants. Please clarify
which scenario in Section 11.60.1 you believe is applicable to your
fact pattern.
Please tell us the sequence of events necessary for the completion
of your conversion
James E. Hohmann
Vericity, Inc.
November 27, 2018
Page 3
and this offering. Clearly identify the extent to which certain of
the steps will be
completed prior to the time your registration statement is declared
effective.
You state in your response to prior comment 17 that "Prior to the
offerings, the
Company has not engaged and will not engage in any operations other
than those
incidental to its formation and the offerings. The Company has no
assets or liabilities,
and has no commitments or contingent liabilities other than its
obligations under the
standby stock purchase agreement entered into in connection with the
offerings."
Please tell us in greater detail the liabilities and expenses
incurred by the registrant in
connection to the previous offering and how such amounts were
reported and paid for.
Separately tell us the amount of liabilities and expenses incurred by
the registrant in
connection with the current offering.
You may contact Ibolya Ignat at 202-551-3636 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jeffrey Gabor at 202-551-2544 or Erin Jaskot at 202-551-3442 with any
other questions.
Sincerely,
FirstName LastNameJames E. Hohmann
Division of
Corporation Finance
Comapany NameVericity, Inc.
Office of
Healthcare & Insurance
November 27, 2018 Page 3
cc: Brett Pritchard
FirstName LastName