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United States securities and exchange commission logo
November 18, 2022
Robert F. Savage
President
Wildfire New PubCo, Inc.
386 Park Avenue South, FL 20
New York, NY 10016
Re: Wildfire New PubCo,
Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed November 7,
2022
File No. 333-266840
Dear Robert F. Savage:
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
October 21, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed November 7,
2022
Summary of the Proxy Statement/Prospectus, page 1
1. We note your response
to comment 1, as well as your revised disclosure that "[t]he equity
owners of Mountain Air
transferred the equity interests of Mountain Air to Bridger on
November 7, 2022 for
$1.00, and Mountain Air is now a wholly-owned subsidiary of
Bridger." However, you
maintain your disclosure that "Mountain Air is owned 50% by
Timothy Sheehy, the
Chief Executive Officer and, after the Closing, a director of New
Bridger, and 50% by an
entity affiliated with Matthew Sheehy, Chairman of Bridger prior
to Closing, and after
the Closing, a director of New Bridger." Please revise to update your
disclosure here, as
such disclosure indicates that the equity transfer has not yet occurred.
Robert F. Savage
FirstName LastNameRobert
Wildfire New PubCo, Inc. F. Savage
Comapany 18,
November NameWildfire
2022 New PubCo, Inc.
November
Page 2 18, 2022 Page 2
FirstName LastName
Risk Factors, page 27
2. We note your response to comment 4 that "JPMorgan Strategic Situations
investment in
the preferred equity of Bridger did not increase the likelihood that
Equity Capital Markets
would receive its deferred underwriting fee." However, we note your
disclosure that the
April 15, 2022 "updated draft of the LOI eliminated the previously
contemplated PIPE
financing as it would not be required to fund Bridger after
consummation of the Business
Combination," in light of the Series C financing with J.P. Morgan
Strategic Situations.
Your disclosure continues to indicate that the J.P. Morgan Strategic
Situations' financing
was a consideration in negotiating the transaction by providing
funding certainty in
connection with the proposed business combination, thereby increasing
the likelihood that
both a business combination would be completed and J.P. Morgan
Securities would
receive its deferred underwriting fee in connection therewith. Please
revise your risk
factors accordingly to discuss this risk, or explain why such
investment did not increase
the likelihood of an initial business combination despite being a key
consideration in the
transaction negotiations. Please also disclose that "JPMorgan Chase
Funding Inc. and J.P.
Morgan Securities LLC are wholly owned subsidiaries of JPMorgan Chase
& Co.," and to
the extent that the earned fees and potential profits of these two
entities are reflected in the
balance sheet of their parent entity, JPMorgan Chase & Co., please
discuss the risks
related to such overlapping financial interests.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 92
3. We note your response to comment 3. Please tell us why you are not
making pro forma
income statement adjustments for the interest related to the New
Bridger Series A
Preferred shares or the Series 2022 Bonds as of the beginning of the
periods presented.
Refer to Rule 11-01(a)(8) and 11-02(a)(6)(B) of Regulation S-X.
Background of the Business Combination, page 123
4. We note your response to comment 6, as well as your revised disclosure
on page 127
describing the "selected groups of publicly-traded companies in each
of the aviation
services, government services, ESG services and carbon reduction and
premium A&D
manufacturing industries." Please revise to narratively disclose the
particular companies
selected in each group, to provide shareholders with a more complete
picture of the
analysis used by JCIC's management in negotiating the enterprise
value.
5. We note that the JCIC Board and JCIC management reiterated their
support for
proceeding with the business combination. Elaborate upon your
disclosure to explain why,
given the conclusion that the Updated Projections represent the more
likely outcome. In
doing so, disclose whether the JCIC Board and JCIC management
re-calculated the
enterprise valuation amount and, if not, why not. Also, please confirm
in your discussion
of your "Reasons for Approval of the Business Combination" that the
JCIC Board
Robert F. Savage
Wildfire New PubCo, Inc.
November 18, 2022
Page 3
reiterates its determination that the business combination proposal
continues to be in the
best interests of JCIC and its shareholders and unanimously recommends
that shareholders
vote in favor, if true. In doing so, acknowledge the impact of the
Updated Projections and
disclose what consideration, if any, the JCIC Board gave to seeking an
updated fairness
opinion, in light of the updated projections and, if not, disclose why
not.
Projected Financial Information, page 137
6. We note your disclosure that in-part attributes the change in your
near-to-mid-term
outlook to "manufacturing and delivery delays in 2022," and that "the
timely delivery of
the fifth and sixth Super Scooper aircrafts and the two UAS drones
would have allowed
for an addition of up to $18.7 million in revenue." Please disclose
the assumptions
underlying this revenue estimate of $18.7 million and quantify as
appropriate (e.g.,
whether the number of standby days and flight hours would have been
impacted by a more
timely delivery). In revising your disclosure, explain why the
availability of these
aircrafts (if timely delivered) would have increased your revenue
despite the
"unexpectedly slow and shortened fire season" (e.g., clarify whether
revenue would have
increased due to utilization of such aircrafts, and if so, explain how
this is consistent with
decreased demand during the 2022 fire season).
7. We also note your disclosure that in-part attributes the change in
outlook to the
"unexpectedly slow and shortened fire season" and relies on NIFC data
in discussing such
reason, and you further assume a "normalized 2023 fire season" in your
updated
projections. In this regard, we note that NIFC s website discloses
as of November 11,
2022 that "[t]o date, 61,390 wildfires have burned 7,251,835 acres,"
which "is the most
wildfires reported to-date in the past 10 years." Their website
further states that "[t]he
number of acres burned this year is above the 10-year average of
6,859,200 acres" and
also above the number of acres burned in 2021. Please provide a more
robust discussion
of your assumptions underlying the length and business of the fire
season and the varying
factors that impact this assumption (e.g., fire preparedness level as
opposed to actual acres
burned, number of wildfires, etc.), and reconcile your discussion of
the slow and
shortened fire season with the NIFC data. In revising your disclosure,
please ensure you
provide a level of detail sufficient enough for an investor to
understand the reasonableness
of the assumptions underlying the projections as well as the inherent
limitations on the
reliability of projections in order to make informed investment
decisions.
8. We note your disclosure that the initial projections cost of sales
and gross profit were
prepared on a non-GAAP basis and excluded depreciation, but the updated
projections
prepared such measures according to GAAP and included depreciation.
Please provide a
FirstName LastNameRobert F. Savage
more detailed discussion of Bridger s management s decision to
change how they
Comapany NameWildfire
calculated Newand
cost of sales PubCo,
grossInc.
profit in the updated projections, and
further explain
how18,
November this2022
impacted
Page the
3 updated projections in your discussion on page
143.
FirstName LastName
Robert F. Savage
FirstName LastNameRobert
Wildfire New PubCo, Inc. F. Savage
Comapany 18,
November NameWildfire
2022 New PubCo, Inc.
November
Page 4 18, 2022 Page 4
FirstName LastName
Bridger Management's Discussion and Analysis of Financial Condition and Results
of
Operations
EBITDA and Adjusted EBITDA, page 239
9. Your adjustment for bonuses to employees and executives appears to
relate to cash
compensation. Please tell us your basis for making the adjustment.
Refer to Question
100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
You may contact Blaise Rhodes at 202-551-3774 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Jackie Cohen