View:
United States securities and exchange commission logo
July 16, 2021
Diana Correa
Finance Director of Sofgen Pharmaceuticals LLC
Procaps Group, S.A.
21500 Biscayne Boulevard, Suite 600
Aventura, Florida 33180
Re: Procaps Group, S.A.
Registration
Statement on Form F-4
Filed June 21, 2021
File No. 333-257222
Dear Ms. Correa:
We have reviewed your 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.
Registration Statement on Form F-4
Letter to Shareholders, page 0
1. Given that the Nasdaq
listing condition is waivable, please revise the letter to shareholders
to prominently disclose
that shareholders will not have certainty at the time they vote
regarding whether the
Holdco Ordinary Shares and Holdco Warrants will be listed on a
national securities
exchange following the business combination. Also, revise the risk
factor on page 76 to
reflect that the Nasdaq listing condition may be waived.
2. Please clearly quantify
the transaction consideration and valuation of Procaps in the letter
to shareholders and
Summary of the Proxy Statement/Prospectus.
Diana Correa
FirstName LastNameDiana Correa
Procaps Group, S.A.
Comapany
July NameProcaps Group, S.A.
16, 2021
July 16,
Page 2 2021 Page 2
FirstName LastName
Market and Industry Data, page 1
3. You state that you have not independently verified the third-party
data set forth in your
prospectus. Please note that you are responsible for the entire
contents of the registration
statement. As this statement may imply an inappropriate disclaimer of
responsibility with
respect to third-party information, please delete the statement or
revise to specifically state
that you are liable for such information.
Summary of Proxy Statement/Prospectus
Interest of Certain Persons in the Business Combination, page 40
4. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
5. In the Summary please quantify the purchase price per share paid by
the initial
shareholders, as you have done on pages 109 and 226.
Impact of the Business Combination on Holdco's Public Float, page 41
6. Please revise your disclosure to show the potential impact of
redemptions on the share
ownership of non-redeeming shareholders by including a sensitivity
analysis showing
a range of redemption scenarios, including minimum, maximum and
interim redemption
levels.
Selected Historical Financial Data of Union, page 51
7. Please reconcile the amount recorded for March 31, 2021 Total
Liabilities and
Shareholders (Deficit) Equity to Total Assets and make appropriate
revisions.
Risk Factors, page 61
8. Please disclose the material risks to unaffiliated investors presented
by taking the
company public through a merger rather than an underwritten offering.
These risks could
include the absence of due diligence conducted by an underwriter that
would be subject to
liability for any material misstatements or omissions in a
registration statement.
The Holdco Ordinary Shares to be received by Union's shareholders as a result
of the Business
Combination..., page 87
9. Please revise the above referenced risk factor to discuss the material
differences between
Cayman Islands law and Luxembourg law and the risks presented thereby.
Diana Correa
FirstName LastNameDiana Correa
Procaps Group, S.A.
Comapany
July NameProcaps Group, S.A.
16, 2021
July 16,
Page 3 2021 Page 3
FirstName LastName
The Sponsors and Union's executive officers and directors have potential
conflicts of interest...,
page 88
10. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate. Please also
clarify if the sponsor and its affiliates can earn a positive rate of
return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Unaudited Pro Forma Condensed Combined Statement of Operations, page 95
11. We note that the transaction accounting adjustments under Scenario 1
for the weighted
average shares outstanding have been erroneously keyed to adjustment
(6) rather than
adjustment (5) on page 101. This also applies to the transaction
accounting adjustment
under Scenario 2. In further reference to Scenario 2, please reconcile
the number of
weighted average shares outstanding of non-redeemable ordinary shares
in the pro forma
combined column to the table on page 102.
The Background of the Business Combination, page 109
12. Please revise your disclosure throughout this section to provide
greater detail as to the
background of the transaction, including the material issues discussed
and key negotiated
terms. The disclosure should provide shareholders with an
understanding of how, when,
and why the material terms of your proposed transaction evolved and
why this transaction
is being recommended as opposed to any alternatives. In your revised
disclosure, please
ensure that you address the following:
the material terms for any proposals and subsequent proposals and
counter offers;
negotiation of the transaction documents and the parties involved;
valuations; and
at what point other strategic alternatives were eliminated from
consideration.
Please also discuss the negotiations surrounding the extension of the
time period for
completing a business combination transaction.
13. Please clarify on whose behalf Greenhill was acting when it provided
Union with an
overview of Procaps on October 8, 2020. Please also identify the
individuals that were
present at this meeting as well as the Procaps shareholders that
participated in the private
discussions with Greenhill on October 19, 2020.
14. Please provide additional detail regarding how the parties came to the
initial valuation
multiples for Procaps included in the December 10, 2020 letter of
intent. Please also
describe the negotiations surrounding the final multiples agreed upon
by the parties.
Diana Correa
FirstName LastNameDiana Correa
Procaps Group, S.A.
Comapany
July NameProcaps Group, S.A.
16, 2021
July 16,
Page 4 2021 Page 4
FirstName LastName
15. We note the following statement on page 111: "During that same
meeting, Mr. Minski
explained that Procaps has been capital constrained, which has been
the main hamper on
growth." Please provide further context to this statement and explain
how these capital
constraints factored into the prospective financial information
provided to and considered
by Union's board of directors in determining whether to recommend the
transaction to
shareholders.
Union's Board of Directors' Reasons for the Approval of the Business
Combination
Market Valuation of Comparable Companies, page 119
16. Please expand the disclosure to provide criteria used in selecting
comparable companies.
Discuss how you considered factors such as stage of life cycle, size
and financial leverage
when selecting the comparable companies. Advise us as to whether any
companies
meeting the selection criteria were excluded from the board s
analysis and revise your
disclosure as appropriate to explain any such exclusion.
Certain Unaudited Procaps Prospective Financial Information, page 122
17. Please tell us how the compound annual growth rates shown for the
prospective financial
information compare to the historical compound annual growth rates for
Procaps.
18. We note your statements throughout the prospectus that Procaps
develops an average of
over 50 new products per year. We also note that the prospective
non-financial
information regarding Procaps for 2021, 2022, and 2023 on page 127
forecasts far greater
than 50 new product launches for each period. Please explain the
assumptions underlying
these projections. In addition, please clarify the meaning of footnote
1 to the new product
launch table.
Material U.S. Federal Income Tax Considerations, page 147
19. We note that a tax opinion will be filed as Exhibit 8.1. Please revise
the tax disclosure in
your registration statement to clearly identify the named counsel
providing the opinion.
We may have further comment once we review your tax opinion. For
guidance, please
refer to Section III of Staff Legal Bulletin No. 19.
Business of Procaps and Certain Information about Procaps, page 164
20. We note your disclosure that you develop an average of over 50 new
products per year.
Please clarify how many of these products are developed for third
parties and how many
of these products require clinical testing and regulatory approval
prior to
commercialization. To the extent any of these products received
regulatory approval,
please identify the jurisdictions in which such approval was obtained.
Diana Correa
FirstName LastNameDiana Correa
Procaps Group, S.A.
Comapany
July NameProcaps Group, S.A.
16, 2021
July 16,
Page 5 2021 Page 5
FirstName LastName
Rx Pharmaceutical Products -- Farma Procaps and Clinical Specialties
Products, page 168
21. We note your statement here and elsewhere in the prospectus that you
have received final
approval from drug regulatory health authorities for a certain number
of products during
the year ended December 31, 2020 and 2019. Please disclose in which
jurisdictions your
products have been approved, how many products have been approved in
each jurisdiction
and the regulatory agency that granted the approval.
Intellectual Property, page 176
22. We note the disclosure that Procaps has been granted 39 patents and
has 35 patents
pending approval. Please revise your disclosure to disclose the
specific products or
technologies to which the patents relate, the type of patent
protection obtained
(composition of matter, use or process), the jurisdiction of the
patents and the expiration
of each. If the patent is licensed from a third party pursuant to a
license agreement, please
specify.
Management of Procaps, page 181
23. Please include the information in Item 6.A of Form 20-F for the
individuals named as
director nominees.
Business of Union and Certain Information About Union
Directors and Executive Officers, page 215
24. We note that four of the five members of Union's board of directors
are also directors of
Union Acquisition Corp. III's board. Please address this potential
conflict of interest in
both the Risk Factors and Conflicts of Interest sections, and discuss
whether it impacted
your search for an acquisition target in relation to Union II. In
addition, please clarify how
the board of Union II considered this conflict in negotiating and
recommending the
business combination with Procaps.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Diana Correa
Procaps Group, S.A.
July 16, 2021
Page 6
You may contact David Burton at 202-551-3626 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Chris Edwards at 202-551-6761 or Laura Crotty at 202-551-7614 with any
other
questions.
Sincerely,
FirstName LastNameDiana Correa
Division of
Corporation Finance
Comapany NameProcaps Group, S.A.
Office of Life
Sciences
July 16, 2021 Page 6
cc: Matthew S. Poulter
FirstName LastName