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United States securities and exchange commission logo
July 17, 2020
Kevin Jones
Chief Executive Officer
Rackspace Technology, Inc.
1 Fanatical Place
City of Windcrest
San Antonio, TX 78218
Re: Rackspace
Technology, Inc.
Registration
Statement on Form S-1
Submitted July 10,
2020
CIK No. 0001810019
Dear Mr. Jones:
We have reviewed your 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.
Registration Statement on Form S-1
Risk Factors
Our certificate of incorporation will provide that the Court of Chancery
of the State of Delaware
will be the sole and exclusive forum..., page 50
1. We note that your
certificate of incorporation includes an exclusive federal forum
provision for actions
arising under the Securities Act. Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability
created by the Securities Act or the rules and regulations thereunder.
Therefore, please
discuss the uncertainty as to enforceability of this provision and disclose
that investors cannot
waive compliance with the federal securities laws and the rules and
regulations thereunder.
Kevin Jones
FirstName
Rackspace LastNameKevin
Technology, Inc.Jones
Comapany
July NameRackspace Technology, Inc.
17, 2020
July 17,
Page 2 2020 Page 2
FirstName LastName
Capitalization, page 60
2. We note that you intend to use proceeds from this offering to repay
debt. Please revise to
include pro forma earnings per share information, if material, giving
effect only to the
number of shares issued in this offering whose proceeds will be used
to repay a portion of
your outstanding debt. Also, ensure that the footnotes to your pro
forma disclosures
clearly support your calculations of both the numerator and
denominator used in your pro
forma calculations. We refer you to SAB Topic 3.A by analogy and Rule
11-01(a)(8) and
Rule 11-02(b)(7) of Regulation S-X.
Key Operating Metrics, page 72
3. Please revise to disclose the percentage of your Bookings derived from
new customers for
each period presented in the key operating metrics table.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 91
4. Please explain why you are adjusting your non-GAAP measures of pro
forma diluted
earnings per share and pro forma adjusted earnings per share for the
shares of common
stock that will be sold in this offering or revise to remove such
adjustment.
Notes to Consolidated Financial Statements
Nature of Operations and Basis of Presentation
Events Subsequent to Original Issuance of Financial Statements (unaudited),
page F-19
5. You state that upon effectiveness of this offering, your Revolving
Credit Facility will be
revised to include a financial maintenance covenant. We further note
you intend to enter
into a amended First Lien Credit Agreement upon effectiveness. Tell us
your
consideration to include a discussion of these events in the
subsequent event footnote.
Refer to ASC 855-10-50-2.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Kevin Jones
Rackspace Technology, Inc.
July 17, 2020
Page 3
You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other
questions.
Sincerely,
FirstName LastNameKevin Jones
Division of
Corporation Finance
Comapany NameRackspace Technology, Inc.
Office of
Technology
July 17, 2020 Page 3
cc: Brian M. Janson, Esq.
FirstName LastName