United States securities and exchange commission logo
August 3, 2022
David Zhang
Partner
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark
15 Queens Road Central
Hong Kong
Re: LAIX Inc.
Form Schedule 13E-3
Filed July 11, 2022
File No. 005-90784
Dear Mr. Zhang:
We have reviewed your filing 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 these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms have the same meaning as the offer materials, unless
otherwise indicated.
Schedule 13E-3
Background of the Merger, page 30
1. Please disclose, here
and where relevant in the prospectus, the reasons for the ADS'
trading suspension by
the New York Stock Exchange on April 7, 2022.
2. Please describe the
"development and change in the Company's business operation and
deterioration of market
conditions" that resulted in Primavera's withdrawal from the
Original Buyer Group.
See Item 5 of Schedule 13E-3 and Item 1005 of Regulation M-A.
3. Item 9 of Schedule
13E-3 and Item 1015(b)(6) of Regulation M-A require a filing person
to summarize in
considerable detail any reports, whether oral or written, received from a
third party and
materially related to this transaction. This section references multiple
David Zhang
Kirkland & Ellis
August 3, 2022
Page 2
presentations by Houlihan Lokey during the course of entering into
this Merger
Agreement, and considering alternatives for the Company. See for
example, references to
meetings on September 14, 2021, October 11, 2021 and April 30, 2021.
To the extent that
any reports are duplicative or are simply updates of earlier
presentations, your disclosure
may summarize the material differences only. For these and any other
meetings between
the Company and its financial advisor, summarize the substance of the
presentations or
reports and file any written materials provided as exhibits to the
Schedule 13E-3. We note
that the only materials currently filed are dated June 14, 2022.
Certain Financial Projections, page 43
4. Expand to describe the assumptions and underlying limitations that
form the basis for the
projections, which you reference generically in this section.
Opinion of the Special Committee's Financial Advisor, page 44
5. Please revise to provide a more complete summary of the analysis
contained in the Ex.
99(c)(2) financial opinion. See Item 9 of Schedule 13E-3 and Item
1015(b)(6) of
Regulation M-A.
6. The Houlihan Lokey opinion and the disclosure describing it here state
that it may not be
used without the express consent of the financial advisor. Revise to
affirmatively state
that such consent has been provided for use of the opinion and the
description of it here.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Michael Killoy at 202-551-7576 or
Christina Chalk at 202-
551-3263.
FirstName LastNameDavid Zhang Sincerely,
Comapany NameKirkland & Ellis
Division of
Corporation Finance
August 3, 2022 Page 2 Office of Mergers
& Acquisitions
FirstName LastName