March 11, 2020
Stephen J. Barnard
President and Chief Executive Officer
Mission Produce, Inc.
2500 E. Vineyard Avenue
Suite 300
Oxnard, CA 93036
Re: Mission Produce, Inc.
Draft Registration Statement on Form S-1
Submitted February 13, 2020
CIK No. 1802974
Dear Mr. Barnard:
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 on February 13, 2020
General
1. 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.
2. Please provide the disclosure required by Item 505(a) of Regulation S-K
regarding the
determination of the offering price when this information is available.
Stephen J. Barnard
FirstName LastNameStephen J. Barnard
Mission Produce, Inc.
Comapany
March NameMission Produce, Inc.
11, 2020
March2 11, 2020 Page 2
Page
FirstName LastName
Risk Factors, page 16
3. Please describe here, or elsewhere in your filing as appropriate, any
material impact that
you believe the United States-Mexico-Canada Agreement will have on
your business.
Use of Proceeds, page 32
4. We note your disclosure on page 7 that you have plans to open a new
distribution and
ripening center in Texas. To the extent you intend to use a portion of
your proceeds to
specifically fund this new center, please revise your Use of Proceeds
section accordingly
or advise why you are not required to do so.
Executive Officers and Directors, page 62
5. In the chart on page 62, please identify who currently serves as your
chairman of the
board. If you do not have a chairman of the board, please provide such
details in your
Board Leadership Structure section on page 64. Please refer to Item
407(h) of Regulation
S-K.
6. Please briefly discuss the specific experience, qualifications,
attributes or skills that led to
the conclusion that the person should serve as a director. Refer to
Item 401(e) of
Regulation S-K.
2019 Bonuses, page 69
7. We note your disclosure that in 2019, Messrs. Barnard, Giles and
Wileman were each
eligible to receive an annual cash incentive bonus based on an
operating income
objective. Please revise to disclose the operating income
objective(s), as well as
the material terms that the board considers when determining if it
should make a
downward or upward adjustment to the bonus award.
Certain Relationships and Related Party Transactions, page 78
8. We note your disclosure that in October 2017 you sold a cold storage
and packing facility
to a group of limited liability companies whose ownership includes key
management
personnel of you for $7,000,000. Please identify the "key management
personnel" to
which you refer.
Choice of Forum, page 81
9. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including
any derivative
action. Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal
and state courts over all
Stephen J. Barnard
FirstName LastNameStephen J. Barnard
Mission Produce, Inc.
Comapany
March NameMission Produce, Inc.
11, 2020
March3 11, 2020 Page 3
Page
FirstName LastName
suits brought to enforce any duty or liability created by the
Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to state that there is uncertainty as to whether a
court would enforce such
provision and that investors cannot waive compliance with the federal
securities laws and
the rules and regulations thereunder. If this provision does not apply
to actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
provision in the governing documents 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.
Underwriting, page 90
10. Please revise to identify each underwriter you have a material
relationship with and state
the nature of the relationship. Please refer to Item 508 of Regulation
S-K.
Note to Consolidated Financial Statements
Note 4 . Acquisitions, page F-16
11. Please revise to provide additional disclosure about how you
calculated the $62 million
remeasurement gain on the step-up of the non-controlling
pre-acquisition interest in Grupo
Arato. Discuss whether the $240 million fair value attributed to Grupo
Arato included any
control or acquisition premium added to the value of the previously
held interest. In that
regard, we see that you use the same valuation in determining the fair
value of
consideration issued to acquire the 50% interest in Grupo Arato.
12. You recorded $76 million of goodwill as a result of the acquisition of
the remaining 50%
of Grupo Arato. Please tell us why no other intangible assets were
recognized in
accordance with ASC 805-20-25-10.
13. You recognized issuance of 700,182 shares for $111.96 million (page
F-18) or
approximately $15.99 per share at September 20, 2018. You determined
the fair value of
your common stock as of October 29, 2019 to be $239.28 per share (page
F-29). Please
explain to us what caused the per share fair value increase from
$15.99 per share to
$239.28 per share quantifying each change.
14. As disclosed in Note 4 you issued 700,182 shares of the Company's
common stock on
September 20, 2018. The Statement of Shareholders' Equity shows
issuance of 703,627
shares. Tell us why you have aggregated other share issuances with the
700,182 shares on
the Statement of Shareholders' Equity.
Stephen J. Barnard
Mission Produce, Inc.
March 11, 2020
Page 4
You may contact Kristin Lochhead at (202) 551-3664 or Lisa Vanjoske at
(202) 551-
3614 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at (202) 551-3234 or Sandra Hunter
Berkheimer at (202)
551-3758 with any other questions.
FirstName LastNameStephen J. Barnard Sincerely,
Comapany NameMission Produce, Inc.
Division of
Corporation Finance
March 11, 2020 Page 4 Office of Life
Sciences
FirstName LastName
