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United States securities and exchange commission logo
June 26, 2020
Christopher Caldwell
Chief Executive Officer
Concentrix Corp
44111 Nobel Drive
Fremont, CA 94538
Re: Concentrix Corp
Amendment No. 1 to
Draft Registration Statement on Form 10
Submitted on June
12, 2020
CIK No. 0001803599
Dear Mr. Caldwell:
We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form 10
Our Market Opportunity, page 2
1. We note your response
to prior comment 2 and re-issue in part. Please revise your
disclosure to address
the one-time and recurring costs of developing, maintaining, and
integrating the new
technologies that you employ to improve client outcomes In this
regard, we note the
continual need to stay current as these new technologies evolve.
Will I be paid any dividends, page 15
2. In your response to
prior comment 6, you state that SYNNEX and Concentrix have
suspended their
quarterly dividend due to the "unpredictable current environment." Please
revise your disclosure
in the registration statement to more fully explain the factors that
Christopher Caldwell
Concentrix Corp
June 26, 2020
Page 2
led to the suspension of the dividend and whether you anticipate that
the suspended
dividend will be paid in the future.
Reasons for the Spinoff, page 35
3. We note your response to prior comment 9 and re-issue in part. Please
revise to address
the areas in which SYNNEX and Concentrix may have benefitted from
synergies in the
past, as alluded to on page 28. In this regard, we note that the
technologies which
undergird the Concentrix product offerings might be expected to
overlap with those used
in your information technology business. To the extent that shared
costs and resources
related to technology development or implementation may be lost due to
the spinoff,
please revise to discuss.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations - Years Ended November 30, 2019, 2018 and 2017, page 61
4. We reviewed your response and revisions made in response to comment
14. Disclosure
should be provided to explain how the pro forma presentation was
derived, why
management believes the presentation to be useful, and any potential
risks associated with
using such a presentation. Typically, the presentation of complete pro
forma financial
information (reflecting the adjustments) in Management's Discussion
and Analysis of
Financial Condition and Results of Operations will be necessary in
order to facilitate an
understanding of the basis of the information being discussed.
However, there may be
situations where the pro forma adjustments are limited in number and
easily understood so
that narrative disclosure of the adjustments alone will be sufficient.
Performance-Based, Long-Term Equity Incentives, page 93
5. Your revised disclosure indicates that equity grants are not made by
reference to strict
formulas or specific fixed targets, but rather objective data
synthesized to competitive
ranges. It seems as though objective data synthesized to competitive
ranges would be
equatable to target ranges and, if so, please revise to disclose such
targets, if you haven't
already. If our understanding is inaccurate, please advise.
Unaudited Combined Financial Statements of Concentrix
Notes to Combined Financial Statements, page F-50
6. Any unaudited interim financial statements furnished shall reflect all
adjustments which
FirstName LastNameChristopher Caldwell
are, in the opinion of management, necessary to a fair statement of the
results for the
Comapany NameConcentrix
interim Corp Please revise to include a statement to that
effect. Refer to
periods presented.
Rule
June 26, 202010-01(b)(8)
Page 2 of Regulation S-X.
FirstName LastName
Christopher Caldwell
FirstName
ConcentrixLastNameChristopher Caldwell
Corp
Comapany
June NameConcentrix Corp
26, 2020
June 26,
Page 3 2020 Page 3
FirstName LastName
You may contact Adam Phippen at (202) 551-3336 or Lyn Shenk at (202)
551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Allison Leopold Tilley, Esq.