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United States securities and exchange commission logo
July 12, 2021
David P. Berg
Chief Executive Officer
European Wax Center, Inc.
5830 Granite Parkway, 3rd Floor
Plano, Texas 75024
Re: European Wax
Center, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 21,
2021
CIK No. 0001856236
Dear Mr. Berg:
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 S-1
European Wax Center: Experts in Wax and Champions of Confidence, page 1
1. We note that you
include results and metrics here and throughout the filing for certain
historical periods
while not disclosing those same results and metrics for 2020. Please
revise here and
throughout the filing to include all historical periods including in graphics
and charts, as
appropriate.
Performance in 2020 and During the COVID-19 Pandemic, page 3
2. You disclose that of
your 52 new center openings in 2020, 87% of the openings came
from your existing
franchise base, reinforcing your network s belief in the stability and
future success of our
brand. Please tell us whether these franchisees were under any
David P. Berg
European Wax Center, Inc.
July 12, 2021
Page 2
obligation to proceed to with store openings, whether to you or
constructively as a result
of obligations to lessors with whom they were obligated under lease
agreements. To the
extent such franchisees had these obligations, please tell us your
basis for attributing their
openings to their purported belief in the stability and future success
of your brand.
Our Growth Strategies, page 8
3. We note your from response to comment 2 that you consider estimated
EBITDA figures
for 2019 and 2020 to be a forward-looking non-GAAP financial measures.
However, the
figures do not pertain to future periods. Instead, they pertain to
historical periods and are
based on hypothetical amounts of revenue and expenses based on the
more favorable
performance of your mature stores as compared to your actual store
base. Therefore, we
believe you should revise to remove these figures.
Use of Proceeds, page 64
4. We note your response to our prior comment 8 and reissue in part. We
note your
disclosure that you intend to use a portion of the net proceeds
contributed to EWC
Ventures to repay a portion of your outstanding indebtedness. Please
revise to quantify
the amount of net proceeds which will be allocated to this purpose.
Refer to Item 504 of
Regulation S-K.
Management's Discussion & Analysis, page 77
5. We note your revised disclosure regarding area representative rights.
To the extent
material, please clarify how many of these agreements you have entered
into and describe
any material terms, such as the duration of these agreements.
You may contact Tatanisha Meadows at 202-551-3322 or Lyn Shenk at
202-551-3380 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Jennifer L pez-Molina at 202-551-3792
with any other
questions.
FirstName LastNameDavid P. Berg Sincerely,
Comapany NameEuropean Wax Center, Inc.
Division of
Corporation Finance
July 12, 2021 Page 2 Office of Trade
& Services
FirstName LastName