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December 11, 2018
Lee Olesky
Chief Executive Officer
Tradeweb Markets Inc.
1177 Avenue of the Americas
New York, NY 10036
Re: Tradeweb Markets Inc.
Draft Registration Statement on Form S-1
Submitted November 13, 2018
CIK No. 0001758730
Dear Mr. Olesky:
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
Risk Factors
Taking Advantage of the Reduced Disclosure Requirements Applicable to "Emerging
Growth
Companies" May Make our Common Stock Less Attractive , page 51
1. We note your disclosure on page 12 that you elected to take advantage of
the extended
transition period for complying with new or revised accounting standards
under Section
102(b)(1) of the JOBS Act. Please revise your risk factor to clearly
disclose that, as a
result of this election, your financial statements may not be comparable
to companies that
comply with public company effective dates. Additionally, please also
revise your critical
accounting policies and estimate disclosures, beginning on page 92, to
provide similar
disclosure.
Lee Olesky
FirstNameMarkets Inc. Olesky
Tradeweb LastNameLee
Comapany11, 2018
December NameTradeweb Markets Inc.
Page 2
December 11, 2018 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
76
2. Please revise your Management's Discussion and Analysis (MD&A) section
of your filing
to include a discussion of your financial condition and changes in
financial condition for
each of the periods presented as required by Item 303 of Regulation
S-K.
Critical Accounting Policies and Estimates
Contingent Consideration, page 94
3. We note on page 94 that you recognized contingent consideration with
respect to the
potential vesting of Class P1-(A) and Class P1-(C) shares related to
respective earnout
agreements with the Bank Stockholders and certain employees. Please
tell us and revise
your filing to provide the following:
Disclose the terms of the Class A, Class P1-(A), Class C, and
Class P1-(C) shares and
how you reflected the initial issuance of these shares in your
financial statements;
A discussion of how the vesting of the Class P1-(A) shares and
Class P1-(C) shares
upon the meeting of specific revenue earnout milestones related to
new credit products
will be reflected in your financial statements on July 31, 2018;
and
The guidance relied upon for recording the changes in contingent
consideration as a
contra-revenue.
Management
Executive Officers and Directors, page 118
4. Please revise the director and executive officer table to clarify
which of the individuals
listed serve on your board of directors.
Executive Compensation
Summary Compensation Table, page 123
5. Please revise the summary compensation table to include the total
compensation you paid
to Mr. James Spencer. If you file the registration statement before
the end of the current
fiscal year, also include summary compensation amounts for the named
executive officers
for 2017. Refer to Item 402(n) of Regulation S-K for guidance.
Principal Stockholders, page 139
6. Please identify the natural person(s) with voting and/or dispositive
power over the shares
owned by Refinitiv.
7. Please include in the table beneficial ownership disclosure for your
named executive
officer, Mr. James Spencer.
Lee Olesky
FirstNameMarkets Inc. Olesky
Tradeweb LastNameLee
Comapany11, 2018
December NameTradeweb Markets Inc.
December 11, 2018 Page 3
Page 3
FirstName LastName
Certain Relationships and Related Party Transactions
Transactions with Refinitiv/Thomson Reuters, page 140
8. Please file the referenced agreements with Refinitiv and affiliates of
Thomson Reuters as
exhibits to your registration statement or tell us why you believe
they are not required.
Refer to Item 601(b)(10)(ii) for guidance.
Transactions with Bank Stockholders, page 141
9. Please revise to provide the name of the affiliates of the Bank
Stockholders, and the
respective value of your transactions with each, from whom you earned
fees, commissions
or other income exceeding $120,00 during your last fiscal year. See
Item 404(a)(1) of
Regulation S-K for guidance.
Description of Capital Stock
Exclusive Forum, page 154
10. We note that your forum selection provision identifies the Court of
Chancery of the State
of Delaware as the exclusive forum for certain litigation, including
any "derivative
action." Please disclose whether this provision applies to actions
arising under the
Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and 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. If this provision applies to claims arising
under the Securities Act,
then please disclose that there is uncertainty as to whether a court
would enforce such
provision and to state that shareholders will not be deemed to have
waived the company's
compliance with the federal securities laws and the rules and
regulations thereunder. If
this provision does not apply to actions arising under the Securities
Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing
documents states
this clearly. Please also expand your disclosure to state that such a
provision may limit a
shareholder's ability to bring a claim in a judicial forum that it
finds favorable for disputes
with the company and its directors, officers or other employees.
Please make conforming
changes to the disclosure presented in the risk factor "Our amended
and restated
certificate of incorporation designates the Court of Chancery..." on
page 51.
Notes to Consolidated Financial Statements
Note 13. Fair Value of Financial instruments, page F-21
11. Please revise your filing to include the fair value disclosures
regarding your contingent
consideration payable pursuant to ASC 820-10-50-2 or tell us why you
believe it is not
required.
Lee Olesky
Tradeweb Markets Inc.
December 11, 2018
Page 4
Part II--Information Not Required In Prospectus
Item 15. Recent Sales of Unregistered Securities, page II-2
12. Please revise to identify the class of common stock that was issued in
connection with the
identified transaction.
Signatures, page II-5
13. We note your draft registration statement only provides placeholders for
signatures from
your principal executive officer and your principal financial and
accounting officer.
Please revise to include signatures from a majority of your board of
directors, as required
by Instruction 1 to Signatures to Form S-1.
General
14. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
15. Please revise to include updated interim financial statements or confirm
that you do not
intend to publicly file your registration statement without including
audited financial
statements as of December 31, 2018. Please refer to Rule 3-12 of
Regulation S-X and
Securities Act Forms C&DI 101.04 for guidance.
You may contact William Schroeder at 202-551-3294 or John Spitz at
202-551-3484 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
FirstName LastNameLee Olesky
Division of
Corporation Finance
Comapany NameTradeweb Markets Inc.
Office of
Financial Services
December 11, 2018 Page 4
cc: Andrew B. Barkan, Esq.
FirstName LastName