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United States securities and exchange commission logo
October 21, 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. 1 to
Registration Statement on Form S-4
Filed September 23,
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
September 9, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed September
23, 2022
Summary of the Proxy Statement/Prospectus, page 1
1. We note your response
to comment 5, as well as your revised disclosure. In connection
therewith:
Please revise
your discussion of Mountain Air to explain why you have historically
utilized a variable
interest entity to operate aircrafts but do not plan to do so
following closing.
In this regard, we note that your discussion of your other variable
interest entity,
Northern Fire, addresses the reasons for utilizing such a structure, but
your discussion of
Mountain Air does not provide comparable disclosure for
shareholders.
Robert F. Savage
Wildfire New PubCo, Inc.
October 21, 2022
Page 2
We note that your pre-closing structure chart on page 1
indicates that Bridger will
wholly-own Mountain Air prior to closing. As your disclosure on
page 4 states that
"Mountain Air will become a wholly-owned subsidiary of Bridger on
or prior to
Closing," please revise the pre-closing structure chart (e.g., by
footnote) to clarify
that Mountain Air is and will continue to be owned by Timothy
Sheehy and an entity
affiliated with Matthew Sheehy up until the agreed-upon transfer
to occur at or prior
to closing. In this regard, it should be clear to shareholders
that Mountain Air is not
currently and will not be a wholly-owned subsidiary of Bridger
prior to such transfer.
Risk Factors
"On July 29, 2022 J.P. Morgan Securities notified JCIC that . . . ", page 34
2. We note your response to comment 30 that "J.P. Morgan Securities did
not provide the
Company with the reasons for the fee waiver other than to note the
lack of participation in
any respect of the Business Combination." Please revise to include
this in your risk factor
disclosure, and also disclose whether JCIC further sought out the
reasons why J.P.
Morgan Securities was waiving deferred fees, despite already
completing their services.
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Operations, page 92
3. We note that you previously made an adjustment to reflect the interest
expense related to
the Bridger Series C Preferred shares. Please tell us why you do not
make a
similar adjustment to reflect the interest expense related to the New
Bridger Series A
Preferred shares.
Background of the Business Combination, page 126
4. We note your response to comment 15, as well as your revised disclosure
that "J.P.
Morgan Securities underwriting business and J.P. Morgan Strategic
Situations are
operated as separate business units." Please tell us which overarching
business division
each of these units reside in, and provide us with your assessment of
whether any financial
interests overlap between the two business units. In connection
therewith, please
discuss JPMorgan Chase Funding Inc.'s relationship with these entities,
as footnote (15)
on page 260 indicates that such entity holds the shares issued in
connection with J.P.
Morgan Strategic Situations' investment in Bridger on April 25, 2022,
and also address
whether each of J.P. Morgan Securities and J.P. Morgan Strategic
Situations are wholly-
owned by publicly traded JPMorgan Chase & Co. To the extent that
JPMorgan Chase
& Co. would have benefited from J.P. Morgan Strategic Situations'
investment as a result
FirstName LastNameRobert F. Savage
of such additional financing increasing the likelihood that J.P. Morgan
Securities would
Comapany
haveNameWildfire New PubCo,
received its deferred Inc. fee, please revise your risk
factors to highlight
underwriting
Octobersuch
21, interest
2022 Pageto JCIC's
2 public shareholders.
FirstName LastName
Robert F. Savage
FirstName LastNameRobert
Wildfire New PubCo, Inc. F. Savage
Comapany
October 21,NameWildfire
2022 New PubCo, Inc.
October
Page 3 21, 2022 Page 3
FirstName LastName
5. We also note your revised disclosure that "J.P. Morgan Strategic
Situations involvement
in such discussions was limited to its proposed investment in Bridger
and did not involve
the potential business combination with JCIC, and JCIC s involvement
in such
discussions was limited to a proposed business combination." As your
disclosure also
states that J.P. Morgan Strategic Situations made the initial
introduction between Bridger
and JCIC, please provide a more complete discussion of J.P. Morgan
Strategic Situations'
reasons for such introduction given that their subsequent involvement
in discussions did
not involve the proposed business combination with JCIC. In connection
therewith,
please disclose whether J.P. Morgan Strategic Situations introduced
Bridger to any
additional potential buyers and/or JCIC to any additional potential
targets.
6. We note your response to comment 17, as well as your revised
disclosure. Please
elaborate on the mid-point of a range of EBITDA multiples, including
disclosing the mid-
point multiple used as well as a discussion of the basis for which
JCIC selected such value
(e.g., if it was based on a comparable company analysis, and if so,
who performed such
analysis).
7. We note your response to comment 21, as well as your revised
disclosure that "[t]he
purpose of the Series 2022 Bond Offering was to provide Bridger with
the resources to . . .
acquire additional capital assets, including two additional airplane
hangars and additional
aircraft . . . ." We also note the Business Wire press release, dated
August 11, 2022,
stating that the bond proceeds would assist with "the acquisition of
four new
SuperScooper firefighting aircrafts." Please revise your disclosure to
discuss whether you
used or intend to use the bond offering proceeds to acquire
SuperScooper aircrafts, to
provide shareholders with additional context regarding Bridger's
business and JCIC's
related evaluation of the proposed transaction.
8. We note your response to comment 27, as well as your revised
disclosure that "[i]n
evaluating potential businesses and assets to acquire, JCIC and the
Sponsor surveyed the
landscape of potential acquisition opportunities based on their
knowledge of, and
familiarity with, the M&A marketplace and in consultation with UBS
Securities LLC . . .
and J.P. Morgan Securities LLC . . . ." Please revise to provide a
complete description of
J.P. Morgan Securities' role following the closing of the IPO. In this
regard, while your
revised disclosure discusses JCIC s calls with UBS, your disclosure
does not elaborate on
the consultation services that J.P. Morgan Securities provided in
connection with the
business combination.
Projected Financial Information, page 138
9. We note your response to comment 31, as well as your revised
disclosure that the
projections were prepared in December 2021. Please disclose the date
of preparation to
provide shareholders with a complete picture of the projections and
the circumstances
and/or events that they take into account.
Robert F. Savage
FirstName LastNameRobert
Wildfire New PubCo, Inc. F. Savage
Comapany
October 21,NameWildfire
2022 New PubCo, Inc.
October
Page 4 21, 2022 Page 4
FirstName LastName
Guideline Public Company Method, page 145
10. We note your response to comment 38, as well as your revised
disclosure that "[t]he low
end of the FY 2022 multiple range of 20.0x to 23.0x was slightly above
the low end of the
GPCs multiple (19.1x)." Please revise to disclose that the range was
slightly above the
low end of the GPCs median multiple of 19.1x, if true, to provide
additional clarity for
shareholders. Please also elaborate on the basis for which Vantage
Point accounted for
Bridger's higher growth rate in 2022 but not in 2023. In this regard,
we note that the
projections provided to Vantage Point anticipate high growth in not
only 2022 but also
2023. To the extent that the "risks in Bridger achieving higher
growth" are primarily
present in 2023 as opposed to 2022, please revise to elaborate on such
risks and the
reasons for using a multiple range below the 2023 GPC median as
opposed to maintaining
a multiple range above the GPC median, as they did with the 2022
range. (Emphasis
added with respect to all underlined language).
Shareholder Proposal No. 2 -The Merger Proposal, page 159
11. We note your response to comment 39, as well as your revised
disclosure that the business
combination proposal requires an ordinary resolution under Cayman
Islands law whereas
the merger proposal requires a special resolution. Please provide us
with your analysis as
to the distinction between the two proposals and why two resolutions
are required, each
with a different voting threshold. In this regard, it appears that
both resolutions pertain to
the approval and ratification of the merger agreement and the related
transactions.
Material U.S. Federal Income Tax Consequences, page 181
12. We note your response to comment 40, as well as your revised
disclosure that "[t]he
statements of law and legal conclusions set forth in the following
discussion, " The
Second Merger," constitute the opinion of Weil, Gotshal & Manges LLP .
.. . ." As such
opinion should also address the consequences to shareholders in
connection with the
Second Merger, please revise your disclosure to clarify that the
opinion covers the
discussions under the subsequent sub-headings "U.S. Holders Exchanging
JCIC Ordinary
Shares for New Bridger Common Stock in the Second Merger," " U.S.
Holders
Exchanging JCIC Public Warrants in the Second Merger" and "Non-U.S.
Holders The
Second Merger." Please also include a risk factor discussing the
uncertainty pertaining to
whether the Second Merger will qualify as a tax-deferred
reorganization under
Section 368(a) of the Code.
Information About Bridger, page 211
13. We note your response to comment 41, as well as your revised
disclosure citing to sources
such as the National Interagency Coordination Center, the NIFC, the
USFS, the EPA,
Climate Central and NCEI. In each market and/or industry statement in
which you rely on
a source, please revise to disclose the year and particular article,
report or study
supporting the disclosure, or alternatively provide a separate market
and industry section
Robert F. Savage
Wildfire New PubCo, Inc.
October 21, 2022
Page 5
disclosing such details, to provide shareholders with a more complete
picture of
your industry and market.
14. We note your response to comment 44, as well as your revised disclosure
that "[t]he term
of the Exclusive Use Light Fixed Wing Contract is for a period of one
year, with the
option to extend the Exclusive Use Light Fixed Wing Contract for four
additional periods
of one year each." As such contract was dated May 15, 2019, it appears
that the initial
term expired. Please revise your disclosure to clarify that the parties
exercised their
option to extend the term, if true.
Bridger's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 224
15. We note your disclosure that "Bridger is an industry leader . . . based
on operating one of
the largest domestic fleets dedicated to aerial firefighting, customer
feedback, and
technological innovation demonstrated by the FireTrac app." Please revise
to clarify that
this statement regarding industry position and size of your fleet is
according to Bridger's
belief, if true, or alternatively attribute your market statement to a
third-party source. In
this regard, your disclosure on page 218 indicates that FireTrac is your
app and was
launched in April 2022. To the extent that you continue to rely on your
FireTrac app here,
please also revise to clarify that this is Bridger's app, so as to
provide additional context to
shareholders.
16. We note your response to comment 46, as well as your revised disclosure
that "the impact
of the outbreak of COVID 19 delayed the delivery of our aircraft and the
support related
to their deployment while on contract." Please revise to discuss such
delay(s) in more
particular detail. For example, it appears that you experienced delays in
both 2020 and
2021 pursuant to your disclosure on page 226, and your disclosure on page
82 also
discusses certain delays due to pandemic-related restrictions on the
carding and
registration process for your Viking Air aircrafts. Last, to the extent
that the delay in the
delivery of Bridger s fifth Super Scooper in 2022 was due to the global
macroeconomic
factors discussed here, please disclose as such.
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,
FirstName LastNameRobert F. Savage
Division of
Corporation Finance
Comapany NameWildfire New PubCo, Inc.
Office of Trade &
Services
October 21, 2022 Page 5
cc: Jackie Cohen
FirstName LastName