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United States securities and exchange commission logo
November 12, 2020
Robert Antokol
Chief Executive Officer
Playtika Holding Corp.
c/o Playtika Ltd.
HaChoshlim St 8
Herzliya Pituarch, Israel
Re: Playtika Holding
Corp.
Draft Registration
Statement on Form S-1
Submitted October
16, 2020
CIK No. 0001828016
Dear Mr. Antokol:
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 October 16, 2020
Overview, page 1
1. Your presentation of
revenues, net loss, net loss margins, Adjusted EBITDA and
Adjusted EBITDA margins
for the twelve month period ended June 30, 2020 appears to
place undue emphasis on
measures for financial statement periods that are not provided
elsewhere in your
filing. Please revise here and on page 93 to provide balancing disclosure
that also discusses
these amounts for the six months ended June 30, 2020 or the twelve
months ended December
31, 2019.
Robert Antokol
FirstName LastNameRobert Antokol
Playtika Holding Corp.
Comapany 12,
November NamePlaytika
2020 Holding Corp.
November
Page 2 12, 2020 Page 2
FirstName LastName
Prospectus Summary, page 1
2. Please include a chart depicting your corporate structure both before
and after this
offering, including the percentage of voting power held by Alpha
Frontier Limited and its
subsidiaries and the investors in this offering. Also, disclose the
identities of the investors
that control Alpha Frontier Limited and the natural persons having
voting and dispositive
power over the securities held by Alpha Frontier Limited.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Revenues, page 74
3. To enhance to comparability of your disclosures, please revise to
quantify the amount of
revenue generated from your proprietary platforms for the six months
ended June 30,
2019 as well as the twelve months ended December 31, 2019 and 2020.
Please also revise
to separately quantify the amount of revenue generated through Apple,
Facebook and
Google for the same periods.
Results of Operations, page 76
4. Please revise to address any material changes between periods in the
amount of revenue
derived from third party platforms compared to your proprietary
platforms. If applicable,
please also address how these changes impacted your cost of revenue
trends between
periods.
Revenues, page 77
5. Please include in this section a discussion of the change for each
period in the number of
paying users as well as the percentage of revenue attributable to new
paying users versus
existing paying users. Refer to Item 303(a) of Regulation S-K and
Section III.B of SEC
Release No. 33-8350.
Management, page 111
6. We note that Tian Lin and Wei Liu, members of your board of directors,
are affiliated
with Giant Network Group Co., Ltd., which controls you through its
interest in Playtika
Holding UK. Please disclose whether Mr. Lin or Ms. Liu were appointed
to the board in
connection with any shareholder agreement and whether they will
continue to serve as
directors after the offering. Refer to Item 401(a) of Regulation S-K.
Certain Relationships and Related Party Transactions
Equity Plan Stockholders Agreement, page 145
7. Please disclose the holders of your capital stock, entities affiliated
with certain of your
directors, as well as your executive officers and directors who are
parties to the equity
plan stockholders agreement.
Robert Antokol
Playtika Holding Corp.
November 12, 2020
Page 3
Consolidated Financial Statements
Consolidated Statement of Stockholders Equity (Deficit), page F-5
8. We note the $2.4 billion distribution exceeded the balance of retained
earnings. Please
explain to us why it was not partially reported as a return of paid-in
capital.
Revenue Recognition, page F-12
9. You disclose on page 93 that approximately half of your revenues for
the twelve months
ended June 30, 2020 came from users who downloaded or first played
your games in 2016
or earlier. However, on page F-13, you state that revenue from the
sale of durable virtual
goods is recognized ratably over the estimated average paying player
life, which is usually
up to one year. Please explain how you considered user revenue cohort
data in
determining the estimated average life of paying players for durable
virtual goods. Please
also tell us how your average paying player life varies by specific
game, platform type
(mobile or web), geographic location or other criteria. To the extent
that your average
paying player lives differ, please revise to provide more granular
discussion of the
estimated average paying player life in your revenue policy
disclosures.
10. Your disclosure on page F-14 indicates that you are acting as an agent
in your advertising
arrangements and recognize revenue related to these arrangements on a
net basis. Please
explain who is the principal in these arrangements and how you
determined that you do
not control the display of advertisements to customers within your
mobile games. Please
refer to ASC 606-10-55-36 through 55-40.
Note 2. Business Combinations, page F-18
11. We note that you have not provided financial statements or pro forma
financial
information for your acquisition of Seriously Holding Corp. Please
provide us with the
significant tests you performed to determine that this information was
not required under
Rule 3-05 and Article 11 of Regulation S-X.
Note 18. Transactions and Balances with Related Parties, page F-39
12. Please revise to disclose the $2.4 billion cash dividend paid to
Playtika Holdings UK in
August 2019.
General
13. Please supplementally provide us with copies of all written
communications, as defined in
FirstName LastNameRobert Antokol
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
Comapany NamePlaytika
present to potentialHolding
investorsCorp.
in reliance on Section 5(d) of the
Securities Act, whether or
not they
November retainPage
12, 2020 copies
3 of the communications.
FirstName LastName
Robert Antokol
FirstName LastNameRobert Antokol
Playtika Holding Corp.
Comapany 12,
November NamePlaytika
2020 Holding Corp.
November
Page 4 12, 2020 Page 4
FirstName LastName
You may contact Lisa Etheredge, Staff Accountant, at (202) 551-3424 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Michael Treska