S-1 1 tm2123162-4_drsa.htm DRS/A tm2123162-4_drsa - none - 34.7190885s
As filed with the Securities and Exchange Commission on October 15, 2021
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Milan Laser Inc.
(Exact name of registrant as specified in its charter)
Delaware
7299
87-1790673
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
17645 Wright Street, Suite 300
Omaha, NE 68130
Telephone: (833) 887-0101
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Shikhar Saxena
Chief Executive Officer
17645 Wright Street, Suite 300
Omaha, NE 68130
Telephone: (833) 887-0101
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Howard Sobel
Gregory P. Rodgers
Drew Capurro
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Telephone: (212) 906-1200
Fax: (212) 751-4864
Milan Laser Inc.
Jared Widseth
General Counsel
17645 Wright Street, Suite 300
Omaha, NE 68130
Telephone: (833) 887-0101
Roxane F. Reardon
Lesley Peng
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
Telephone: (212) 455-2000
Fax: (212) 455-2502
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Proposed Maximum Aggregate
Offering Price(1)(2)
Amount of
Registration Fee
Class A common stock, $0.01 par value per share
$ 100,000,000 $ 9,270
(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2)
Includes the offering price of shares of Class A common stock that may be sold if the option to purchase additional shares of Class A common stock granted by the Registrant to the underwriters is executed.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion. Dated October 15, 2021.
           Shares
[MISSING IMAGE: lg_milan-4clr.jpg]
Milan Laser Inc.
Class A Common Stock
This is an initial public offering of shares of Class A common stock of Milan Laser Inc. We are selling         shares of Class A common stock.
Prior to this offering, there has been no public market for the Class A common stock. It is currently estimated that the initial public offering price per share of Class A common stock will be between $      and $      . We intend to apply to list our Class A common stock on the New York Stock Exchange under the symbol “MLAN.”
We will have three classes of common stock outstanding after this offering: Class A common stock, Class B common stock and Class C common stock. Each share of our Class A common stock entitles its holder to one vote per share and each share of our Class B common stock and Class C common stock initially entitles its holder to ten votes per share on all matters presented to our stockholders generally (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock held by our Co-founders (as defined below) or their permitted transferees represents at least 20% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share). Immediately following the consummation of this offering, all of the outstanding shares of our Class B common stock will be held by the Continuing Equity Owners (as defined below), which will represent in the aggregate approximately    % of the voting power of our outstanding common stock after this offering (or approximately    % if the underwriters exercise in full their option to purchase additional shares) and all of the outstanding shares of our Class C common stock will be held by the Blocker Stockholder (as defined below), which will represent in the aggregate approximately     % of the voting power of our outstanding common stock after this offering (or approximately     % if the underwriters exercise in full their option to purchase additional shares).
We will be a holding company, and upon consummation of this offering and the application of proceeds therefrom, our principal asset will consist of LLC Interests (as defined below) we acquire directly or indirectly from Milan Parent, LLC and certain of the Continuing Equity Owners using the proceeds from this offering and from the Blocker Stockholder by the Blocker Merger, collectively representing an aggregate    % economic interest in Milan Parent, LLC. Of the remaining    % economic interest in Milan Parent, LLC,    % will be owned by the Continuing Equity Owners.
We intend to use the net proceeds from this offering (i) to purchase          newly-issued LLC Interests (or         LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Milan Parent, LLC, (ii) to purchase         LLC Interests directly from Continuing Equity Owners and (iii) as cash consideration to the Blocker Stockholder in the Blocker Merger, in each case, at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts. Milan Parent, LLC intends to use the net proceeds it receives from the sale of LLC Interests to Milan Laser Inc. to pay down a portion of our 2021 Credit Facility (as defined below) and for general corporate purposes, including to support the growth of our business. Milan Parent, LLC will not receive any proceeds from the purchase by Milan Laser Inc. of the LLC Interests owned by the Continuing Equity Owners or paid as cash consideration to the Blocker Stockholder in the Blocker Merger. Milan Parent, LLC will bear or reimburse Milan Laser Inc. for all of the expenses of this offering. See “Use of Proceeds.”
Milan Laser Inc. will be the sole managing member of Milan Parent, LLC. We will operate and control all of the business and affairs of Milan Parent, LLC and its direct and indirect subsidiaries and, through Milan Parent, LLC and its direct and indirect subsidiaries, conduct our business.
In connection with this offering, we will enter into the Tax Receivable Agreement (as defined below), which will require Milan Laser Inc. to make cash payments to the TRA Participants (as defined below) in respect of certain tax benefits to which Milan Laser Inc. may become entitled, and we expect that the payments Milan Laser Inc. will be required to make will be significant. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”
Following this offering, we will be a “controlled company” within the meaning of the New York Stock Exchange rules. See “Our Organizational Structure” and “Management — Controlled Company Exception.”
We are an “emerging growth company” and “smaller reporting company” and will be subject to reduced public reporting requirements. This prospectus reflects certain reduced disclosure requirements that apply to an issuer that is an emerging growth company and a smaller reporting company. See “Summary — Implications of Being an Emerging Growth Company.”
See “Risk Factors” beginning on page 31 to read about factors you should consider before buying shares of our Class A common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
Per Share
Total
Initial public offering price
$          $         
Underwriting discounts and commissions(1)
$ $
Proceeds, before expenses, to Milan Laser Inc.
$ $
(1)
We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting.”
The underwriters have the option to purchase up to an additional        shares of Class A common stock from us at the initial price to public less the underwriting discounts within 30 days of the date of this prospectus.
The underwriters expect to deliver the shares of Class A common stock against payment in New York, New York on            , 2021.
Goldman Sachs & Co. LLCJefferies
Prospectus dated            , 2021.

 
TABLE OF CONTENTS
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F-1
Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representation other than those contained in this prospectus, and any amendment or supplement hereto and any free writing prospectus prepared by or on behalf of us or to which we have referred you. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus that we file with the Securities and Exchange Commission. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date regardless of the time of delivery of this prospectus or of any sale of our Class A common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
Through and including                 , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.
 
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For investors outside the United States: we have not, and the underwriters have not, done anything that would permit this offering or the possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting.”
 
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BASIS OF PRESENTATION
Organizational Structure
In connection with the closing of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions described in the section titled “Our Organizational Structure” and this offering, and the application of the proceeds therefrom, which we refer to collectively as the “Transactions.”
See “Our Organizational Structure” for a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.
Certain Definitions
As used in this prospectus, unless the context otherwise requires, references to:

“we,” “us,” “our,” the “Company,” “Milan” and similar references refer: (1) following the consummation of the Transactions, including this offering, to Milan Laser Inc., and, unless otherwise stated, all of its direct and indirect subsidiaries, including Milan Parent, LLC and (2) prior to the completion of the Transactions, including this offering, to Milan Parent, LLC and, unless otherwise stated, all of its direct and indirect subsidiaries.

“1940 Act” means the Investment Company Act of 1940, as amended.

“2019 Facility” means the revolving credit facility pursuant to the credit agreement dated August 14, 2019, by and among Milan Laser Holdings LLC, as Borrower, Milan Intermediate LLC, BNP Paribas as Administrative Agent and Collateral Agent and the lenders party thereto from time to time.

“2021 Credit Facility” means the term loan, revolving credit and other credit facilities available pursuant to the Credit Agreement.

“Anti-Kickback Statute” means the federal Anti-Kickback Statute, codified at 42 U.S. Code § 1320a-7b(b).

“Blocker Company” refers to an entity affiliated with LGP that is a direct owner of LLC Interests prior to the Transactions and is taxable as a corporation for U.S. federal income tax purposes.

“Blocker Stockholder” refers to the entity affiliated with LGP that owns the Blocker Company prior to the Transactions, who will exchange its interests in the Blocker Company for shares of our Class C common stock and a right to certain payments pursuant to the Tax Receivable Agreement, as well as cash consideration.

“CCPA” means the California Consumer Privacy Act.

“CFPB” means the Bureau of Consumer Financial Protection.

“Class A LLC Interests” refer to the Class A common units of Milan Parent, LLC.

“Class B LLC Interests” refer to the Class B common units of Milan Parent, LLC, that will be exchanged for Class B common stock in connection with the Transactions, which do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation.

“Class A common stock” means shares of our Class A common stock, par value $0.01 per share, offered hereby, entitling its holders to one vote for each share held of record on all matters submitted to a vote of stockholders and entitled to receive ratable portions of our remaining assets available for distribution upon our dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any.

“Class B common stock” means shares of our Class B common stock, par value $0.01 per share, initially entitling its holders to ten votes per share on all matters presented to our
 
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stockholders generally (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock held by our Co-founders or their permitted transferees represents at least 20% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share), which do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation (except in the event of a separation and distribution or spin-off transaction, in which holders of Class B common stock shall be entitled to receive a special dividend granting them high-vote common stock in the spun-off entity).

Class C common stock” means shares of our Class C common stock, par value $0.01 per share, offered hereby, initially entitling its holders to ten votes for each share held of record on all matters submitted to a vote of stockholders (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock held by our Co-founders or their permitted transferees represents at least 20% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share) and entitled to receive ratable portions of our remaining assets available for distribution upon our dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any.

“Co-founders” means Shikhar Saxena, M.D., and Abe Schumacher, M.D.

“Continuing Equity Owners” refer collectively to direct or indirect holders of LLC Interests and our Class B common stock immediately following consummation of the Transactions, including entities affiliated with LGP and our co-founders and their respective permitted transferees who may, following the consummation of this offering, exchange their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (determined by at least           of our independent directors (within the meaning of the New York Stock Exchange rules) who are disinterested), cash or newly-issued shares of our Class C common stock as described in “Certain Relationships and Related Party Transactions — Milan Parent, LLC Limited Liability Company Agreement — Agreement in Effect After this Offering.” As used herein, the Blocker Stockholder is not a Continuing Equity Owner.

“COVID-19” means the novel strain of coronavirus that emerged in December 2019, and any variants thereof.

“CPOM” means providing licensed medical services, including laser hair removal services, employing and exercising control over licensed physicians or other healthcare professionals (such activities are generally referred to as the “corporate practice of medicine,” or CPOM).

“Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of April 27, 2021 by and among Milan Laser Holdings LLC, as Borrower, Milan Intermediate LLC, the other guarantors party thereto, Owl Rock Capital Corporation as Administrative Agent and Collateral Agent and the lenders and issuing banks party thereto from time to time.

“Credit Facility Adjusted EBITDA” means our Adjusted EBITDA as calculated in accordance with our 2021 Credit Facility and used to determine our compliance with certain ratios in our 2021 Credit Facility, tested each quarter on the basis of the preceding four quarters.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Customer Protection Act.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Agreement” refers to Milan Parent, LLC’s second amended and restated limited liability company agreement, which was effective prior to the consummation of this offering and will be amended and restated by the Milan Parent, LLC Limited Liability Company Agreement.

“False Claims Act” means the federal False Claims Act codified at 31 U.S.C. §§ 3729 – 3733.

“FDA” means the U.S. Food & Drug Administration.
 
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“Fiscal year 2020” means, with respect to our consolidated historical financials, the fiscal year ended December 31, 2020.

GAAP” means accounting principles generally accepted in the U.S.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and the regulations that implement both laws.

“IRS” means the Internal Revenue Service.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“LGP” refers to certain affiliated entities of Leonard Green & Partners, L.P.

“LGP Transaction” means the transaction on June 24, 2019 whereby LGP completed the acquisition of a controlling interest in us.

“LLC Interests” refer to the Class A LLC Interests and the Class B LLC Interests, as applicable.

“LTM” means the last twelve-month period preceding a given date.

“Original Equity Owners” refer to the direct and indirect owners of LLC Interests, collectively, prior to the consummation of the Transactions, which include LGP and its co-founders.

“Manager Entity” means Milan Laser Corporate LLC, an entity controlled by us that contracts with our PCs pursuant to management services agreements.

“Multiple on Invested Capital (MOIC)” means the net cash inflows generated by a clinic relative to the initial cash outflow for upfront capital expenditures and start-up costs.

“Milan Parent, LLC Limited Liability Company Agreement” refers to Milan Parent, LLC’s third amended and restated limited liability company agreement, which will become effective on or prior to the consummation of this offering.

“NPS” means Net Promoter Score, which we calculate based on a survey provided to our customers following their fourth treatment. We assign the designation of “Promoter” to respondents who provide a score of 9 or 10, the designation of “Neutral” to respondents who provide a score of 7 or 8, and the designation of “Detractor” to respondents who provide a score of 0 to 6. We then subtract the percentage of Detractors from Promoters to determine our overall Net Promoter Score.

PCs” means our affiliated provider entities.

“Payback Period” means the duration necessary to generate enough clinic-level contribution to pay back the initial upfront capital expenditure of the unit.

“permanent”, when used with respect to hair reduction, means long-term stable reduction in the number of hairs regrowing after a treatment regime.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the Securities Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SEO” means search engine optimization. SEO is the practice of optimizing websites so that they are favored by internet search engines, such as Google, to appear in top positions on the search engine results pages for particular search queries. The ranking of a website is determined by the search engine according to an algorithm which factors in thousands of different parameters including quality of content, website speed and how internet users engage with a website. These rankings form the basis of most search engines’ results pages. Organic search rankings are achieved and maintained via SEO strategies. Efficient SEO requires investing in strategies to improve performance of our websites according to such algorithms, but does not involve paying the search engine providers directly.

“SEM” means search engine marketing. SEM is the practice of purchasing either paid advertisements or keywords on search engines and social media platforms in order to attract
 
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customers to our websites. When conducting SEM, we typically pay a search engine for prominent placement of our website when particular search terms are searched for on the search engine, regardless of the algorithmic search result listings. The prominence of the placement of our advertisement is determined by a combination of factors, including the amount we are willing to pay and algorithms designed to determine the relevance of our paid advertisement to a particular search term.

“Tax Receivable Agreement” means the tax receivable agreement to be entered into among Milan Laser Inc., Milan Parent, LLC and the TRA Participants that will provide for the payment by Milan Laser Inc. to the TRA Participants of 85% of the amount of certain tax benefits, if any, that Milan Laser Inc. actually realizes (or in some circumstances is deemed to realize).

“Transactions” means consummation of the organizational transactions described in the section titled “Our Organizational Structure” and the offering contemplated hereby, and the application of the proceeds therefrom.

“TRA Participants” mean the Continuing Equity Owners and the Blocker Stockholder.
Milan Laser Inc. will be a holding company and the sole managing member of Milan Parent, LLC, and upon consummation of the Transactions, its principal asset will consist of LLC Interests.
Presentation of Financial Information
Milan Parent, LLC is the accounting predecessor of the issuer, Milan Laser Inc., for financial reporting purposes. Milan Laser Inc. will be the audited financial reporting entity following this offering. Accordingly, this prospectus contains the following historical financial statements:

Milan Laser Inc. Other than the inception balance sheet, dated as of August 3, 2021, historical financial information of Milan Laser Inc. has not been included in this prospectus as it is a newly incorporated entity, has no business transactions or activities to date and had no assets or liabilities during the periods presented in this prospectus.

Milan Parent, LLC. Because Milan Laser Inc. will have no interest in any operations other than those of Milan Parent, LLC and its subsidiaries, the historical consolidated financial information included in this prospectus is that of Milan Parent, LLC and its subsidiaries.
Except as noted in this prospectus, the unaudited pro forma financial information of Milan Laser Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of Milan Parent, LLC and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our Organizational Structure,” including the consummation of this offering, as if all such transactions had occurred on January 1, 2020 in the case of the unaudited pro forma consolidated statements of operations data, and as of December 31, 2020 in the case of the unaudited pro forma condensed consolidated balance sheet data. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus. References to the “Pro Forma Fiscal Year 2020” refer to the pro forma financial information derived from or presented in the “Unaudited Pro Forma Condensed Consolidated Financial Information” for the year ended December 31, 2020.
Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.
Key Performance Indicators Used in this Prospectus; Non-GAAP Financial Measures
Throughout this prospectus, we provide a number of key performance indicators used by management. These key performance indicators are discussed in more detail in the section entitled
 
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“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Performance Indicators and Non-GAAP Measures.” We define these terms as follows:

“Number of open clinics” means the number of clinics open at the end of the reporting period. Average number of clinics during the period reflects the arithmetic mean of the number of clinics open during the reporting period on a monthly basis.

“Net bookings” means the dollar value of all transactions for our treatments entered into during a particular period net of returns that occur in that period.

Same clinic net bookings growth” means the change in period-over-period net bookings among the comparable clinic base. A clinic is included in the “comparable clinic base” calculation beginning on the first day of the thirteen full fiscal month following a clinic’s opening, which is when we believe comparability has been achieved.

“Clinic-level contribution” means operating income (loss) plus depreciation and amortization, stock-based compensation expense, expense incurred for warrant settlement liability, professional fees, transaction expenses related to the LGP Transaction and other one-time, non-recurring costs, and corporate expenses directly attributed to support staff and corporate offices that, while essential in supporting our clinic operations, are not directly related to clinic operations.

“Clinic-level contribution margin” means clinic-level contribution divided by net revenues.

Adjusted EBITDA” means net income (loss) plus depreciation and amortization, stock-based compensation expense, interest expense and provision for income taxes, as further adjusted to eliminate the impact of certain non-cash and/or other items that we do not consider indicative of our ongoing operating performance, including transaction expenses related to the LGP Transaction, expenses incurred for warrant settlement liability, professional fees, loss on debt extinguishment and other one-time, non-recurring costs.
We use non-GAAP financial measures, such as Adjusted EBITDA and clinic-level contribution, to supplement financial information presented in accordance with generally accepted accounting principles in the United States, or GAAP. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. There are limitations to the use of the non-GAAP financial measures presented in this prospectus. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. See “Prospectus Summary — Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
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TRADEMARKS
This prospectus includes our trademarks and trade names which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
MARKET AND INDUSTRY DATA
Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by third-party sources, including the report we commissioned from Buxton Company (“Buxton”), a market research firm, addressing the opportunity for our potential new clinic expansion in the United States, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, our industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
 
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A LETTER FROM OUR FOUNDERS
Milan is founded on a simple mission: to be the top provider of laser hair removal by delivering a personalized experience and world-class customer service.
We are excited to share how Milan has steadily grown from one location to 132 locations across 23 states and has become the top laser hair removal provider in the country.
Back in 2012, we were both practicing physicians. While working at his urgent care clinic, Shikhar was approached by the physician who owned the medical spa across the street. The physician said he was burned out and asked Shikhar if he would like to buy his business. After some long phone calls with Abe — we’ve been best friends since high school — we decided to shadow the doctor to learn more. After weeks of discussion, we decided to take a chance and purchase the location.
We initially thought of the business as a side project to pay off student loans. In the beginning, our team was small: the two of us, one physician’s assistant, and a receptionist. This allowed us the invaluable opportunity to learn every aspect of the business: we scheduled appointments, performed treatments, sold services, ordered supplies, completed financials, and developed marketing campaigns. In fact, Abe even coded our first website. This hands-on experience helped us refine our treatment protocols and lay the foundation of our business model. After seeing how much our clients loved their results and evaluating the margins of all the services we offered, we decided to move away from the initial, multi-service offering medical spa to a business focused exclusively on laser hair removal.
In 2014, we purchased our second location. Within a month, we turned what was a historically loss-generating medical spa into a profitable enterprise by implementing our business model. It was then that we knew we had something special. We started to open locations while continuing to oversee all day-to-day operations. For the next nine locations, we scouted, negotiated all contracts, and oversaw buildout for the spaces. We would buy all the furniture and inventory, store it in our home garages, then drive moving trucks full of the supplies from state-to-state to open new clinics.
As Milan grew, we invested heavily in the infrastructure needed to build a long-lasting company. Today, we are the largest pure-play provider of laser hair removal services in the fragmented laser hair removal market. We have over 700 full-time employees, led by an exceptional, experienced management team. Processes have been refined for each aspect of the business. As an example, we are able to open a new store in as little as four months. We built out customer relationship management and enterprise resource planning systems that allow us to rely on data, not feelings. All facets of the client experience from marketing, call center engagement, clinic manager interaction, and provider treatments are continuously improved based on data. For instance, we use robust data to guide optimization of our digital marketing strategy. Our marketing enables us to not only educate people on laser hair removal, but also to show people that Milan is the right choice. We also use information we collect to improve treatment efficacy for the over 30,000 treatments we perform each month.
We have always been committed to ensuring clients are 100% satisfied with their results and their experience. We believe that everyone, regardless of age, gender, or ethnicity, deserves to feel confident in their own skin. That’s why we developed our proprietary treatment protocol to deliver the best results possible. Our average client experiences a 95% permanent hair reduction in just seven to ten treatments. We offer our Unlimited Package, unlimited treatments for the area purchased, guaranteeing lifetime results at one affordable price. With our high-touch, customer-centric focus, we are proud that Milan has a market-leading NPS of 90.
Milan has accomplished a lot over the past nine years, but we are just getting started. While our existing stores continue to thrive, we believe there is ample white space opportunity, which we believe is ultimately over 1,000 units. We are growing rapidly, opening     locations in the past year alone. No matter how large we become, our mission is to deliver life-changing results to our clients. We welcome the opportunity to partner with you in helping our brand reach the next level of success.
Best,
Shikhar Saxena, MD, and Abe Schumacher, MD
 
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PROSPECTUS SUMMARY
This summary highlights selected information included elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.” Due to the prevalence of the corporate practice of medicine doctrine (“CPOM”), including in the states where we predominantly conduct our business, we do not own our PCs. Our PCs are owned by our Chief Medical Officer. We in turn contract with these entities through management services agreements (“MSAs”). Under the MSAs, we have exclusive responsibility for the provision of all non-medical services including, but not limited to, facilities, licenses, personnel (to the extent allowable under applicable law) and training, marketing and advertising programs, insurance and benefits, accounting, technology and intellectual property required for the day-to-day operation and management of each of the PCs, and we make recommendations to the PC in establishing the guidelines for the employment and compensation of the physicians (to the extent allowable under applicable law) and other employees of the PCs. Our MSAs generally provide that the term of the arrangements is thirty years with automatic renewal for successive five-year terms, subject to termination by us or the PC in certain specified circumstances. Although we believe we have structured our PC arrangements to comply with our understanding of applicable state prohibitions on CPOM, fee-splitting, and kickbacks, regulatory authorities, state boards of medicine, state attorneys general and other parties may challenge, assert or determine that our relationships with our PCs violate state CPOM, fee-splitting, and kickback prohibitions. A material change in our relationship with our PCs and their providers, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our consumers and could have a material adverse effect on our business, financial condition and results of operations. See “— Our Corporate Information” and “Risk Factors — Risks Related to Regulation and Litigation — We are dependent on our relationships with our PCs, which we do not own, to provide laser hair removal services, and our business would be adversely affected if those relationships were disrupted. Additionally, laws regulating the corporate practice of medicine, kickbacks, and fee-splitting could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business.”
As of June 30, 2021, we have 89 clinics operated pursuant to PC arrangements. For the years ended December 31, 2020, 2019 and 2018, and the six months ended June 30, 2021, revenue from our clinics operated pursuant to PC arrangements accounted for approximately 74%, 76%, 58% and 73% of our revenues, respectively.
Our Mission and Core Values
We aim to be the best and most trusted laser hair removal provider by delivering a personalized experience and world-class customer service.
Our permanent hair reduction guarantee is built upon ongoing medical research, our exclusive unlimited treatment package, and our dedication to having the most highly trained staff in the industry.
We are committed to building lifelong relationships with our customers that are rooted in trust and respect.
Our core values are:

World-class customer service.

Trust in each other and follow through on commitments.

Collaboration to build relationships and fuel innovation.

Consistency in the services we provide.

Celebrate diversity and treat each other with dignity.
 
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Positivity and fun are encouraged and embraced.

Pride in what we do and who we are.
These core values govern the way we work together, conduct our business, and make decisions.
Company Overview: Creating the Best Laser Hair Removal Experience
Co-founded in 2012 by Dr. Shikhar Saxena and Dr. Abe Schumacher, we are revolutionizing the aesthetics industry as the largest company in the U.S. that focuses solely on laser hair removal services, on both a revenue and number of clinics basis. We were born from the simple realization that there was a market need for a customer-centric, high-quality, and professional hair removal experience. Today, we are the leading pure-play provider in the highly fragmented laser hair removal market on both a revenue and number of clinics basis, with 132 clinics across 23 states as of June 30, 2021.
[MISSING IMAGE: tm2123162d2-bc_number4c.jpg]
At Milan, we believe that everyone — regardless of their age, gender identity, or ethnicity — deserves to feel confident in their skin, and we believe we offer an unmatched solution for those struggling with unwanted body hair that provides customers best-in-class laser hair removal treatments paired with price certainty and flexible payment plans, all delivered in our comfortable and convenient clinics across the nation.
We believe that laser hair removal is a better alternative to other hair removal techniques such as shaving, waxing or sugaring as it uses FDA-cleared lasers, and it is safe, fast (appointments as short as 10 minutes), effective, affordable, and, most importantly, designed to be a permanent solution for the reduction of unwanted hair. Unlike many of our independent competitors who often employ beauticians and aestheticians, all of our treatments are performed by highly-trained medical or laser technician professionals using FDA-cleared lasers.
Additionally, we create a customized treatment plan for each customer based on their specific skin tone and hair color, and we include our Unlimited Package with each body area purchased, which guarantees each customer’s results for life at one set price. While customers purchase unlimited treatments for a specific body area, our customers typically achieve over 95% hair-free results in approximately seven to ten primary treatments with subsequent touch-ups if desired.
At Milan, our focus on customer satisfaction has led to a market-leading NPS score of 90 and an average 4.95 out of 5-star rating across over 25,000 reviews from Google, Facebook and Yelp combined as of July 2021. In addition, our digitally-focused marketing strategy, call center and in-clinic consultation capabilities enable us to rapidly educate and acquire new customers — virtually all of our traffic is generated from online sources and the majority of in-clinic consultations convert into immediate purchases. Our robust infrastructure and exceptional operational capabilities support our rapid and efficient growth. Based on research that we commissioned conducted by Buxton, a market research firm, for 187 designated market areas based on data relating to population, daytime traffic patterns, clustering of retail and other establishments, demographics and competition, there is an opportunity for over 1,000 Milan laser hair removal clinics in the continental United States. We believe that we are well-positioned to meet this opportunity over the next 15 years.
 
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Our business model delivers strong financial performance regardless of external economic factors:

From 2018 to 2020 and to the LTM period ending June 30, 2021, we grew the following metrics:

our clinic count from 40 in 2018 to 108 in 2020 and 132 as of June 30, 2021

net bookings from $31.2 million in 2018 to $95.7 million in 2020 and $168.7 million for LTM June 30, 2021;

revenue from $23.0 million in 2018 to $70.1 million in 2020 and $114.5 million for LTM June 30, 2021;

operating income from $(4.4) million in 2018 to $(1.9) million in 2020 and $13.5 million for LTM June 30, 2021;

net income from $(6.3) million in 2018 to $(2.0) million in 2020 and $10.7 million for LTM June 30, 2021;

clinic-level contribution from $8.7 million in 2018 to $30.8 million in 2020 and $58.5 million for LTM June 30, 2021; and

Adjusted EBITDA from $1.1 million in 2018 to $11.4 million in 2020 and $31.8 million for LTM June 30, 2021.

Six consecutive years of positive annual same clinic net bookings growth including 17 quarters of same clinic net bookings growth out of our prior 18 quarters (in the second quarter of 2020, we did not have same clinic net bookings growth due to government-mandated closures).

Resilience throughout the COVID-19 pandemic, where we experienced positive monthly same clinic net bookings growth for all months in 2020 and 2021 with the sole exceptions of March, April and May 2020, when our clinics faced government-mandated closures.

During our 9 years of operation, we have never permanently closed a clinic. As of June 30, 2021, all of our clinics open for at least 12 months were profitable with a positive LTM clinic-level contribution.

On average, our clinics achieve over $1.4 million in net bookings and nearly $670,000 in clinic-level contribution, representing over 50% clinic-level contribution margin, by the end of their third year of operations; new clinic economics and clinic performance have been consistent across all of our clinics regardless of their vintage, geographic region, city size, proximity to local or national competitors and proximity to other Milan clinics, according to Buxton.

New clinics have a Payback Period of less than a year and, in their first three years of operation, our clinics on average produce a cumulative Multiple on Invested Capital (“MOIC”) of over 10 times.

Based on research we commissioned conducted by Buxton, a market research firm, for 187 designated market areas based on data relating to population, daytime traffic patterns, clustering of retail and other establishments, demographics and competition, there is an opportunity for over 1,000 Milan laser hair removal clinics in the continental United States. We believe that we are well-positioned to meet this opportunity over the next 15 years.
 
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Summary Financials and Performance Metrics
($ in millions)
[MISSING IMAGE: tm2123162d4-bc_overview4c.jpg]
For a reconciliation of clinic-level contribution to operating loss, the most directly comparable GAAP measure, and Adjusted EBITDA to net income, the most directly comparable GAAP measure,
 
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see “— Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data.” Our consolidated financial statements for the year ended December 31, 2020 will not be directly comparable to our financial information for the year ended December 31, 2019 due to the effects of the LGP Transaction in 2019; however, to facilitate comparison of our financial information on a year-over-year basis, we present the Unaudited Pro Forma Combined 2019 results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Basis of Presentation” for additional information and for a presentation of results of operations for the Unaudited Pro Forma Combined 2019 period.
Our Market Opportunity
Large and Growing Hair Removal Industry Benefiting from Strong Tailwinds
We operate in the large and growing U.S. hair removal industry which is serviced by a variety of providers across the approximately $18 billion health and wellness spa category, the approximately $18 billion waxing and nail salon category, and the approximately $7 billion dermatologist category. The industry is highly fragmented with more than 37,000 points of service including independent med spa operators, waxing clinics, and, to a lesser extent, dermatologists, plastic surgeons, and other physicians who may provide hair removal as an ancillary service.
The top three providers of hair removal services account for only 3% of the more than 37,000 points of service across the country. With 132 clinics open as of June 30, 2021, we believe we are the largest pure-play provider of laser hair removal services in the U.S. by both number of clinics and revenue, and we are nearly 8 times larger than the next largest pure-play competitor solely focused on laser hair removal, which had 17 units as of June 30, 2021. As a result of our scale, strong digital marketing competencies, fully developed clinical and corporate infrastructure, strong clinic-level economics, and industry fragmentation, we see a significant opportunity to gain market share relative to less sophisticated local chains, independent operators, and physicians that frequently lack the necessary infrastructure to expand across geographies.
Broad Consumer Appeal
The hair removal industry has existed for centuries in various forms and offers consumers a variety of products and services to remove unwanted hair such as shaving, waxing, sugaring, and laser treatments. Hair removal is widely viewed as an essential and non-discretionary part of everyday grooming for consumers of all ages and genders and we believe laser hair removal is the most efficient and economical alternative available for most consumers to achieve permanent hair reduction. The average customer experiences a 95% permanent hair reduction in just seven to ten treatments, requiring a fraction of the time commitment and generating a lifetime of monetary savings relative to other, temporary hair removal methods. Due to laser hair removal’s practicality, affordability, and efficacy, we believe laser hair removal services may appeal to anyone aged 18 to 55 years, a large and growing population of over 163 million people in the U.S. alone. In addition, we believe that 53 million households in the United States fit the profile of our core customer base.
An estimated 85% of American women regularly remove unwanted hair from their faces, armpits, legs, or bikini lines according to Plucked. Additionally, as consumers’ focus on wellness, body positivity, and self-confidence continues to grow, we believe more consumers will turn to laser hair removal for permanent reduction of unwanted hair. We believe we are well-positioned to capitalize on these consumer behavioral tailwinds which support the growth of our industry and the expansion of our total addressable market.
Accelerating Consumer Awareness and Adoption of Laser Hair Removal Services
Improving treatment protocols and consumer education have led to greater consumer awareness, acceptance, and utilization of laser hair removal services. Milan has been at the forefront of professionalizing the laser hair removal industry, and our sophisticated digital marketing and consumer education efforts are designed to effectively address consumer perceptions of efficacy, safety, and the overall treatment experience, while simultaneously building awareness of both the category and our brand.
 
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Highly Fragmented Market
The U.S. laser hair removal industry is primarily comprised of independent operators and the top three hair removal service providers account for only approximately 3% of the over 37,000 hair removal service provider locations across the country. Most laser hair removal providers are unsophisticated, independent operators that lack the necessary infrastructure to expand across geographies. We believe our leading scale, clinic-level economics, fully developed clinical and corporate infrastructure, and strong marketing competencies position us to continue to expand our market share and build clinics in both new and existing regions. Importantly, we believe our model has excelled across all markets, regardless of the competitive landscape within each market.
Our Competitive Strengths
We believe the following strengths differentiate us from competitors and are the key drivers of our success:

Largest, fast-growing, multi-state, pure-play provider of laser hair removal services
On both a revenue and number of clinics basis, we are the largest pure-play provider of laser hair removal services in the U.S., with 132 clinics across 23 states as of June 30, 2021, and we are adding more clinics annually than any of our competitors. Over time, we have become a leader in the highly fragmented laser hair removal market and believe we were a first mover in scaling the growth and customer adoption of laser hair removal services. We have completed more than 500,000 treatments since 2017. As a result of our dedicated focus on laser hair removal and frequency of treatments, we believe we have more clinical IP than most of our competition which we believe leads to superior clinical outcomes and customer trust in our brand. In the first six months of 2021, we nearly tripled the number of customers served relative to the same period in 2019, and as of June 2021 we performed over 30,000 treatments per month. We believe our size and data-driven culture of continuous improvement provides a competitive advantage over smaller, independent operators and physicians.

Highly attractive, consistent unit economics with proven portability and significant potential to scale
We have a proven clinic model that generates strong cash flow, consistent clinic-level financial results, and attractive MOIC. Across all vintages, our clinics have been successful in varying geographic regions, trade areas, population densities, and real estate formats. Our clinics have achieved average Payback Periods of less than one year, and each of our clinics open for at least a year as of June 30, 2021 was profitable on an LTM clinic-level contribution basis. On average, our clinics have achieved over $1.4 million in net bookings and nearly $670,000 in clinic-level contribution, representing over 50% clinic-level contribution margin, by the end of their third year of operations. Further, in their first three years of operation our clinics generate cumulative MOIC of over 10 times, on average. Our capital efficient, flexible new clinic model has proven successful across all markets and forms the basis of our capital-light growth strategy. Throughout our history, we have never permanently closed a clinic and believe the portability, consistency, and predictability of our clinic model allows us to continue to penetrate the significant new clinic whitespace opportunity ahead to fuel our future growth.
We present clinic-level contribution by clinic cohort below. Clinic-level contribution is a non-GAAP metric. We had operating income, the most directly comparable GAAP measure to clinic-level contribution, of $12.7 million and $(2.6) million for the six months ended June 30, 2021 and 2020, respectively, and $(1.9) million, $(20.8) million and $(4.4) million for the year ended December 31, 2020, the Unaudited Pro Forma Combined 2019 and the year ended December 31, 2018, respectively. Because operating income includes certain corporate and other expenses that are not attributable to a particular clinic, the Company is unable to present average operating income at the clinic level. For a reconciliation of clinic-level contribution to operating loss, the most directly comparable GAAP measure, see “— Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data.”
 
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[MISSING IMAGE: tm2123162d4-lc_clinic4c.jpg]
Note: Annual cohorts include every clinic opened throughout the course of the relevant fiscal year. For example, 2017 Cohort includes all clinics that were opened between January 1, 2017 and December 31, 2017. Data in the charts reflect rolling last twelve month monthly average of Net Bookings and Clinic-Level Contribution for each cohort starting in the first month of operations for each clinic through June 30, 2021 (or the four-year anniversary of the store opening if earlier). The charts include March through May 2020, during which Milan clinics were shut down due to COVID-19-induced, government-mandated shutdowns.

Disruptive digital marketing and lead generation capabilities drive strong new customer conversion
Our sophisticated, proprietary digital marketing efforts are designed to span all stages of the sales process and produce best-in-class customer education and conversion results. As the premier consumer educator of laser hair removal services, we leverage our powerful marketing capabilities to raise awareness of our laser hair removal service as an effective and economical treatment alternative.
We generate virtually all of our leads and new customer traffic online, enabling us to locate our clinics in less prominent, and therefore less expensive, real estate as we do not rely on our clinics’ physical locations to drive awareness or traffic. Our average clinic is approximately 1,500 square feet and highly flexible, which, in combination with less expensive per square foot real estate, enables us to select less expensive real estate and drive higher new clinic economics.
After drawing new customers to our clinics as a result of our digital marketing and lead generation initiatives, our experts conduct educational consultations and create customized
 
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solutions to address customers’ unwanted hair, resulting in high conversion with a majority of customers purchasing at least one service during their first visit. We believe our differentiated marketing competencies will allow us to continue to successfully and efficiently acquire new customers and continue to grow our addressable market.

Differentiated customer experience focused on outcomes driven by proprietary treatment protocol and guaranteed results
We strive to deliver the highest quality customer outcomes using proprietary treatment protocols based on our medical background, large clinical and treatment database, best-in-class training programs, FDA-cleared laser technology, and standardized treatment procedures.
We believe our highly-trained staff are crucial to customer satisfaction, and we employ a rigorous recruiting and training model that incorporates the laser manufacturer and industry standards. All of our treatments are performed by our highly-trained staff of over 300 nurses, nurse practitioners, and laser technicians who are regularly monitored by our medical team. We are proud of the fact that the majority of our employee base is female, mirroring the composition of our customer population. Our focus on each customer’s individual experience and their desired outcome has resulted in market-leading levels of customer satisfaction. In fact, we command a market-leading NPS score of 90.

Significant barriers to competitive entry
Laser hair removal is a sophisticated treatment that requires significant experience and professionally-constructed treatment protocols. Laser hair removal is considered the practice of medicine in most states, and thus necessitates medical doctor oversight. We believe our market-leading scale and treatment volume combined with our dedicated focus on making continuous, data-driven improvements to our protocols ensure that our proprietary clinical expertise and protocols are a truly differentiated competitive advantage. We believe customer trust is especially critical in this service-oriented category and is difficult to earn without our level of expertise and years of market-leading customer satisfaction. In addition, training and hiring are crucial to offering high quality laser hair removal treatments, and our rigorous and standardized training and hiring model is difficult to replicate. Separately, medical regulatory compliance varies by state, and our experienced regulatory compliance team supports our efficient expansion across states, and provides us an advantage relative to independent operators who may lack the resources to pursue growth across state lines.

Actively taking share within a large, growing Total Addressable Market fueled by favorable consumer and industry trends
The U.S. hair removal market is large and fragmented, comprised primarily of smaller, unsophisticated independent operators. Our professional, sophisticated and capital-efficient business model allows us to scale rapidly and compete effectively with independent operators, resulting in continued share gains. In addition, we benefit from several healthy and sustainable industry tailwinds that support growing demand for laser hair removal services, helping to increase our total addressable market. We believe that our addressable market encompasses the more than 163 million people in the U.S. that are candidates for laser hair removal.
 
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Highly experienced, founder-led team focused on growth
We are led by our dedicated and driven founders whose deep medical backgrounds form the basis for our customer-first, outcome-oriented approach. Our passionate senior management team has extensive experience across a broad range of industries and disciplines, including healthcare, consumer, and finance.
Our Growth Strategies
We are in the early stages of growth, and we believe we have tremendous potential to further scale our business by executing on the following strategies:
Rapidly Grow Our Clinic Footprint
We believe our scale and powerful new clinic economic model position us to expand our clinic footprint in both new and existing markets from 132 clinics as of June 30, 2021. Based on research we commissioned conducted by Buxton, a market research firm, for 187 designated market areas based on data relating to population, daytime traffic patterns, clustering of retail and other establishments, demographics and competition, there is an opportunity for over 1,000 Milan laser hair removal clinics in the continental United States. We believe that we are well-positioned to meet this opportunity over the next 15 years. We typically cluster our clinics within markets, allowing us to benefit from enhanced trade area brand awareness, operational efficiencies, and marketing synergies, which support our exceptional new clinic economics. As a result of our sophisticated digital marketing and lead generation capabilities, our model has proven portable across a wide variety of demographics, real estate types, and trade areas. Our clinics have succeeded in cities as small as Wausau, WI with a population of less than 40,000, and in cities as large as Chicago, IL, where there are 7 Milan clinics and a population of over 2.7 million.
We have a long track record of accelerated and profitable new clinic growth, having increased our clinic footprint at an over 60% CAGR from 2018 to 2020. During 2019 and 2020, we opened a new clinic every 11 days on average. Leveraging our strong, in-house real estate site selection and new clinic development teams, we have built a robust new clinic development pipeline and replicable processes that guide our expansion into new geographies and the densification of our footprint in existing geographies. All of our clinics — regardless of market and real estate type — utilize our standardized layout and furnishings, and benefit from our centralized marketing, training, and recruiting efforts. On average, we are able to open a new clinic within 4 months of signing a lease for that clinic space. We expect new clinic openings to be the primary driver of our growth and anticipate opening over 60 new clinics during the year ended December 31, 2022.
Drive Clinic-Level Performance and Productivity and Realize Predictable Earnings Potential From Young Clinic Base
We intend to drive net bookings and profitability growth over time through a variety of sales, marketing, and in-clinic initiatives. Beginning with lead generation, our digital marketing team strives to grow consumer and brand awareness through personalized and targeted marketing strategies. We focus our marketing investment into channels with measurable returns, regularly adjusting our mix and refining our messaging to maximize our return on investment. We regularly improve our consultative sales strategies to increase conversion of leads and drive growth in the number of body areas a customer chooses to treat during their initial purchase as well as to encourage repeat purchases to treat additional body areas. Following the completion of a treatment package, we leverage our Customer Relationship Management (“CRM”) capabilities to deliver personalized marketing messages, which are intended to increase brand loyalty and repeat visits. These strategies have proven effective over time, delivering an arithmetic average annual same clinic net bookings growth of 22.1% from 2018 through 2020. Further, as seen in the charts below, our new clinics scale rapidly with average net bookings growing from nearly $870,000 in year 1 to over $1.4 million in year 3. We calculate average net bookings for each vintage year (i.e. year 1, year 2, year 3) as the average of the first, second and third, respectively, twelve-month periods from opening for each of our clinics that have been open for all twelve months of such vintage year. This increase in average net bookings is associated with a corresponding average
 
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advertising expense of approximately $144,000 in year 1, approximately $122,000 in year 2 and approximately $134,000 in year 3. Given our large number of newer clinics, we believe this results in predictable earnings potential in the existing clinic base. We intend to continue to build upon these strategies to drive future growth of our clinic-level sales and productivity. We also present average clinic-level contribution below, which is calculated in the same manner as average net bookings, but using clinic-level contribution, which is a non-GAAP metric. We had operating income, the most directly comparable GAAP measure to clinic-level contribution, of $12.7 million and $(2.6) million for the six months ended June 30, 2021 and 2020, respectively, and $(1.9) million, $(20.8) million and $(4.4) million for the year ended December 31, 2020, the Unaudited Pro Forma Combined 2019 and the year ended December 31, 2018, respectively. Because operating income includes certain corporate and other expenses that are not attributable to a particular clinic, the Company is unable to present average operating income at the clinic level. For a reconciliation of clinic-level contribution to operating loss, the most directly comparable GAAP measure, see “— Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data.”
[MISSING IMAGE: tm2123162d4-bc_histori4c.jpg]
Note: Includes all clinics opened from inception through June 30, 2021 which have the required duration of performance to be relevant (i.e. at least 12 months of performance for “Year 1,” at least 24 months of performance for “Year 2,” and at least 36 months of performance for “Year 3”).
 
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Utilize Our Robust Digital Marketing Capabilities to Enhance Lead Generation and Brand Awareness
We pride ourselves on our sophisticated digital marketing, lead generation, customer education and conversion capabilities. Our digital marketing strategy is predicated on proprietary Search Engine Optimization (“SEO”), Search Engine Marketing (“SEM”) and other campaigns that enable us to deliver specialized, targeted content to customers and generate highly qualified, cost-effective leads. At every step of the process from marketing, call-center support, in-clinic sales consultation through treatment and aftercare, our highly-trained teams strive to educate and support our customers. Our treatment experience consistently results in high customer satisfaction as evidenced by our market-leading NPS score of 90, and the fact that we have received over 25,000 online reviews averaging a 4.95 out of 5-star rating, as of July 2021. Consistently strong customer feedback scores encourage repeat business and increasing word-of-mouth referrals. As we continue to grow, we intend to continue investing in sophisticated demand generation strategies to enhance total leads and consumer awareness of our brand.
Leverage Economies of Scale to Expand Our Operating Margins
As we scale, we expect to realize incremental margin expansion through operating leverage and economies of scale. We have completed strategic, highly scalable, foundational investments in our systems and corporate infrastructure to support our growth. These investments include cloud-based IT infrastructure, customer relationship management systems, and human capital initiatives among others, which give us real-time, data-driven insights and analytics that influence all of our operational decision-making. In addition, our centralized marketing capabilities, our call center, and our medical oversight ensure consistency and maximize our operating efficiency. Further, we maintain strong relationships with medical device manufacturers and, given our scale, believe we purchase equipment at more advantageous terms relative to smaller, less sophisticated competitors. We intend to utilize these systems, insights, and economies of scale to continuously enhance our decision-making and our profitability.
Selectively Pursue Opportunities to Expand Our Reach
While not core to our primary, near-term growth strategies, we believe we are well-positioned to selectively and opportunistically pursue additional avenues of growth. We believe our marketing and demand generation capabilities combined with a proven operating playbook provide a foundation for the development of complementary, clinic-based concepts to deliver aesthetic services to customers, including other energy-based skincare treatments, tattoo removal, cellulite reduction and proprietary skincare products, among others. Additionally, based on the highly fragmented nature of the industry in which we operate, a significant opportunity to acquire complementary brands and concepts exists both domestically and internationally. We further believe the demand for our services exists globally and that there is a meaningful opportunity to test our brand in international markets over time. We believe these strategies leverage our core strengths and competencies and provide additional, long-term growth opportunities while maintaining the pure-play focus of our core Milan brand.
Summary Risk Factors
Participating in this offering involves substantial risk. Our ability to execute our strategy is also subject to certain risks. The risks described under the heading “Risk Factors” included elsewhere in this prospectus may cause us not to realize the full benefits of our strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the most significant challenges and risks we face include the following:

our long-term strategy involves opening new clinics, and is subject to many unpredictable factors;

new clinics, once opened, may not be profitable;

our expansion into new markets may be more costly and difficult than we currently anticipate which would result in slower growth than we expect;
 
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our potential need to raise additional capital to accomplish our objectives of expanding into new markets and selectively developing clinics exposes us to risks including limiting our ability to develop or acquire clinics and limiting our financial flexibility;

our failure to manage our growth effectively could harm our business and operating results;

a lack of qualified employees would significantly hinder our growth plans and adversely affect our results of operations;

we may not be able to successfully recruit and retain qualified nurses, nurse practitioners, laser technicians and other providers;

we depend on key members of our management team and will need to add, retain and motivate additional leading experts and qualified personnel, and our ability to operate effectively could be impaired if we fail to attract and retain our executive officers;

we currently purchase our lasers from one supplier and, while alternative suppliers exist, if we were to need to transition to one or more new suppliers, it may impose additional costs or cause delays in opening new clinics;

we will be subject to all of the risks associated with leasing space subject to long-term non-cancelable leases for clinics that we intend to operate;

we have a limited operating history on which to judge our new business prospects, growth strategy and management;

we have experienced net losses and may not achieve or sustain profitability in the future;

our clinics compete for customers in a highly competitive environment that may make it more difficult to increase our customer volumes and revenues;

new technologies or treatment methods could put our service offerings at a competitive disadvantage or render our services obsolete;

use of the internet and social media may adversely impact our business and reputation;

our marketing programs may not be successful;

we rely on Internet search engines, particularly Google, to drive traffic to our platform;

opening new clinics in existing markets may negatively affect revenue at our existing clinics;

our success depends largely on our ability to provide effective administrative office support to our clinics that results in increased revenues;

our internal computer systems, or those of any of our third-party service providers may fail or suffer security breaches, which could cause our business, financial condition and results of operations to suffer;

any failure to adequately protect our intellectual property or defend successfully against intellectual property infringement claims by third parties could significantly impact our business;

financial pressures on customers, and current and future economic conditions, may negatively affect consumer demand for our services, which may negatively affect revenue and profitability;

the ongoing COVID-19 pandemic has had a material impact on our business and could continue to impact our business;

our business is subject to seasonal influences;

because we recognize certain revenues over the term of the service provided, downturns or upturns in our business may not be fully reflected in our results of operations until future periods;

because many of our clinics are concentrated in certain regions of the United States, our results of operations could be materially adversely affected by regional events or trends;

difficulty in collecting payments from customers in a timely manner could impact our profitability;
 
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our revenue could decline due to changes in credit markets and decisions made by credit providers, a deterioration in consumers’ financial position and changes to the regulatory requirements regarding the granting of credit to customers;

our 2021 Credit Facility contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our business, financial condition and results of operations;

we are subject to numerous state, federal and local laws and regulations, and non-compliance with these laws and regulations may expose us to significant costs or liabilities;

we may be subject to various federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims and fraud laws, and any violations by us of such laws could result in fines or other penalties;

changes in privacy and advertising laws could materially adversely affect our ability to market our services and products effectively, as well as our business, financial condition and results of operations more generally;

we are subject to laws, regulations, and industry standards related to data privacy, data protection and information security, including industry requirements such as the Payment Card Industry Data Security Standard and state laws on health information;

we are dependent on our relationships with our PCs, which we do not own, to provide laser hair removal services, and our business would be adversely affected if those relationships were disrupted;

we, along with our PCs, may suffer losses or reputational harm from medical malpractice liability claims against our PCs’ doctors, our PCs or us and may be unable to obtain or maintain adequate insurance against these claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance;

we could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material monetary damages and other remedies;

we are subject to the risk that our current insurance may not provide adequate levels of coverage against claims;

the disparity in the voting rights among the classes of common stock may have a potential adverse effect on the price of our Class A common stock; and

the Continuing Equity Owners will continue to have significant influence over us after the Transactions, including control over decisions that require the approval of stockholders.
Before you invest in our Class A common stock, you should carefully consider all the information in this prospectus, including matters set forth under the heading “Risk Factors.”
Our Corporate Information
Milan Laser Inc., the issuer of the Class A common stock in this offering, was incorporated as a Delaware corporation on July 21, 2021. Our corporate headquarters are located at 17645 Wright Street, Suite 300; Omaha, NE 68130. Our telephone number is (833) 887-0101. Our principal website address is www.milanlaser.com. The information on any of our websites, or accessible through our websites, is deemed not to be incorporated in this prospectus or to be part of this prospectus.
On June 24, 2019, our sponsor, LGP, completed the acquisition of a controlling interest in us. Prior to such transaction our Co-founders owned one hundred percent of the equity securities in our predecessor entity. As a result of the LGP Transaction, LGP acquired 60% of the equity interest in us. We refer to such transaction herein as the “LGP Transaction.” See “Management’s Discussion and Analysis of Financial Condition and Results of Operation — Basis of Presentation” and Note 2 to our audited consolidated financial statements included elsewhere in this prospectus for more information regarding the LGP Transaction.
 
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Due to the prevalence of the corporate practice of medicine doctrine (“CPOM”), including in the states where we predominantly conduct our business, we provide administrative and management services to our PCs pursuant to which those entities reserve exclusive control and responsibility for all aspects of the practice of medicine and the delivery of medical services under our arrangements. We do not own our PCs. Our PCs are owned by our Chief Medical Officer. We in turn contract with these entities through management services agreements (“MSAs”). Under the MSAs, we have exclusive responsibility for the provision of all non-medical services including, but not limited to, facilities, licenses, personnel (to the extent applicable by law) and training, marketing and advertising programs, insurance and benefits, accounting, technology and intellectual property required for the day-to-day operation and management of each of the PCs, and we make recommendations to the PC in establishing the guidelines for the employment and compensation of the physicians and other employees of the PCs. In exchange for these services, we receive a fee or fees that we believe are commensurate with the fair market value of the services provided. These fees are based on net revenues generated by the PCs. Our MSAs generally provide that the term of the arrangements is thirty years with automatic renewal for successive five-year terms, subject to termination by us or the PC in certain specified circumstances. In our sole discretion, we may advance funds to a PC for periods in which the PC revenues are insufficient to pay the PC’s expenses. If the PC’s revenues generated from delivering laser hair removal are insufficient to pay PC’s expenses, we may defer payment of our administrative fee or may not able to collect payment in full for our administrative fees from the PC. In addition, the outstanding voting equity instruments of the PCs are owned by our Chief Medical Officer who is employed by us and is subject to a Directed Stock Agreement restricting him from transferring his ownership interests in the PC without consent. The Directed Stock Transfer Agreements provide that we have the right to designate a person(s) to purchase the stock of the PCs for a nominal amount upon certain specified events. These events include permanent disability (as defined in the Directed Stock Transfer Agreement) or death of a shareholder; the revocation, suspension or probation of a shareholder’s license to practice medicine in any state in which he or she is licensed; the departure of a shareholder from the PC for more than 60 consecutive days; a violation by a shareholder of any covenant set forth in the Directed Stock Transfer Agreements; the charge, investigation or conviction of a shareholder for any felony violation or violation of law related to fraud, theft, embezzlement, breach of fiduciary duty, financial misconduct, obstruction of an investigation or controlled substances; the breach of the MSA by the PC; or at any time in our sole discretion.
As of June 30, 2021, we have 89 clinics operated pursuant to PC arrangements. For the years ended December 31, 2020, 2019 and 2018, and the six months ended June 30, 2021, revenue from our clinics operated pursuant to PC arrangements accounted for approximately 74%, 76%, 58% and 73% of our revenues, respectively.
Although we believe that we have structured our PC arrangements to comply with our understanding of applicable state prohibitions on CPOM, fee-splitting, and kickbacks, regulatory authorities, state boards of medicine, state attorneys general and other parties may challenge, assert or determine that our relationships with our PCs violate state CPOM, fee-splitting, and kickback prohibitions. A material change in our relationship with our PCs and their providers, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our consumers and could have a material adverse effect on our business, financial condition and results of operations. See “Risk Factors — Risks Related to Regulation and Litigation — We are dependent on our relationships with our PCs, which we do not own, to provide laser hair removal services, and our business would be adversely affected if those relationships were disrupted. Additionally, laws regulating the corporate practice of medicine, kickbacks, and fee-splitting could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business.”
Implications of Being an Emerging Growth Company
As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise generally applicable to public companies. These provisions include:
 
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we are required to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)

we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes;” and we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer’s compensation to our median employee compensation.
We may choose to take advantage of some but not all of these reduced burdens. For example, we have elected to take advantage of reduced disclosure obligations with respect to financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure and with respect to disclosure regarding our executive compensation arrangements. As a result of this election, the information that we provide stockholders may be different than you might get from other public companies. See “Risk Factors — Risks Related to This Offering and Ownership of Our Class A Common Stock  —  Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our Class A common stock less attractive to investors.”
We may take advantage of these provisions until such time that we are no longer an emerging growth company. We will continue to qualify as an emerging growth company until the earliest of:

the last day of our fiscal year following the fifth anniversary of the date of our initial public offering;

the last day of our fiscal year in which have annual gross revenues of $1.07 billion or more;

the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and

the date on which we are deemed to be a “large accelerated filer,” which will occur at such time as we (1) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second quarter, (2) have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of at least 12 months and (3) have filed at least one annual report pursuant to the Exchange Act.
In addition, Section 107 of the JOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use the extended transition period for complying with new or revised accounting standards.
Summary of the Transactions
Milan Laser Inc., a Delaware corporation, was formed on July 21, 2021 and is the issuer of the Class A common stock offered pursuant to this prospectus. Prior to this offering, all of our business operations have been conducted through Milan Parent, LLC and its subsidiaries.
Our corporate structure following this offering, as described below, is commonly referred to as an umbrella partnership-C-corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Continuing Equity Owners to retain their equity ownership in Milan Parent, LLC and to
 
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continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “passthrough” entity, for U.S. federal and most applicable state and local income tax purposes following the offering. Investors in this offering will, by contrast, hold their equity ownership in Milan Laser Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. Similarly, the Blocker Stockholder will hold its equity ownership in Milan Laser Inc. in the form of shares of Class C common stock. One of the tax benefits to the Continuing Equity Owners associated with this structure is that future taxable income of Milan Parent, LLC that is allocated to the Continuing Equity Owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the Milan Parent, LLC level. Additionally, because the Continuing Equity Owners will be entitled to have their LLC Interests redeemed or exchanged for newly issued shares of our Class C common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the Continuing Equity Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded.
Milan Laser Inc. also expects to benefit from the Up-C structure because, in general, Milan Laser Inc. expects to benefit in the form of cash tax savings in amounts equal to 15% of certain tax benefits Milan Laser Inc. actually realizes (or in some circumstances is deemed to have realized) arising from (i) the Basis Adjustments (as defined below), (ii) the Blocker Tax Attributes (as defined below) and (iii) certain other tax benefits related to Milan Laser Inc. making payments under the Tax Receivable Agreement. We expect the TRA Participants to receive 85% of the cash savings attributable to tax benefits under the terms of the Tax Receivable Agreement, and the payments of such amounts to the TRA Participants are expected to be substantial. Such payments reduce cash otherwise arising from such tax savings. The Tax Receivable Agreement is discussed in “Certain Relationships and Related Party Transactions  —  Tax Receivable Agreement,” and the estimated payments with respect thereto are set forth in “— The Offering — Tax Receivable Agreement.” See “Risk Factors — Risks Related to Our Company and Our Organizational Structure.”
Because the shares of common stock held by our Co-founders and LGP will have voting rights entitling the holder to ten votes per share, our Up-C structure will have three classes of common stock. The voting and economic rights of our three classes of common stock are summarized in the following table:
Class of Common Stock
Votes Per Share
Economic Rights
Class A common stock
One
Yes
Class B common stock
Ten
No
Class C common stock
Ten
Yes
The Continuing Equity Owners (including our Co-founders and funds affiliated with LGP other than the Blocker Stockholder) will hold shares of Class B common stock and the Blocker Stockholder will hold shares of Class C common stock. The Continuing Equity Owners may, at their election (including upon a proposed sale of such interest), have their Class A LLC Interests (and an equivalent number of Class B common stock) redeemed for shares of Class C common stock. Upon a sale or transfer of Class C common stock (other than to a specified permitted transferee) shares of Class C common stock will automatically convert to shares of Class A common stock.
We will consummate the following organizational transactions in connection with this offering:

we will acquire, by means of a merger, the Blocker Company (the “Blocker Merger”) and will issue to the Blocker Stockholder                 shares of our Class C common stock and cash consideration of $      , and, as additional consideration for the Blocker Merger, the Blocker Stockholder will receive a right to certain payments pursuant to the Tax Receivable Agreement as depicted below;
 
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[MISSING IMAGE: tm2123162d4-fc_depictedbw.jpg]

we will amend and restate the Existing Agreement to, among other things, recapitalize certain Class A LLC Interests into Class A LLC Interests and Class B LLC Interests. Class A LLC Interests will have economic interests in Milan Parent, LLC. Class B LLC Interests will have voting interests but will not have economic interests in Milan Parent, LLC;

we will issue, in exchange for Class B LLC Interests held directly or indirectly by such Continuing Equity Owners,      shares of our Class B common stock to the Continuing Equity Owners, which is equal to the number of Class A LLC Interests held directly or indirectly by such Continuing Equity Owners immediately following the Transactions. Following such exchange,        Class B LLC Interests will remain outstanding and will be held by Milan Laser Inc. Milan Laser Inc. will exercise its voting rights under the Class B LLC Interests to elect itself the sole managing member of Milan Parent, LLC;

we will amend and restate Milan Laser Inc.’s certificate of incorporation to, among other things, provide for (1) the recapitalization of our outstanding shares of existing common stock into Class A common stock, with each share of our Class A common stock entitling its holder to one vote per share on all matters presented to our stockholders generally; (2) Class B common stock, with each share of our Class B common stock initially entitling its holder to ten votes per share on all matters presented to our stockholders generally (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock held by our Co-founders or their permitted transferees represents at least 20% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share) but no economic rights, and that shares of our Class B common stock may only be held by the Continuing Equity Owners and their respective permitted transferees as described in “Description of Capital Stock — Common Stock — Class B Common Stock;” and (3) Class C common stock, with each share of our Class C common stock initially entitling its holder to ten votes per share on all matters presented to our stockholders generally (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock held by our Co-founders or their permitted transferees represents at least 20% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share) and the same economic rights as our Class A common stock.

we will issue           shares of our Class A common stock to the purchasers in this offering (or                 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds, after taking into account the underwriting discounts and estimated offering expenses payable by us, of
 
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approximately $      million (or approximately $      million if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

we will use the net proceeds from this offering to (i) purchase                 newly-issued Class A LLC Interests (or                 Class A LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly or indirectly from Milan Parent, LLC, (ii) to purchase        LLC Interests directly from Continuing Equity Owners and (iii) as cash consideration to the Blocker Stockholder in the Blocker Merger, in each case, at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts;

Milan Parent, LLC intends to use the net proceeds from the sale of LLC Interests to Milan Laser Inc. to pay down a portion of our 2021 Credit Facility and for general corporate purposes, including to support the growth of our business, as further described under “Use of Proceeds;” and

Milan Laser Inc. will enter into (1) the Stockholders Agreement (2) the Registration Rights Agreement with the Continuing Equity Owners and the Blocker Stockholder and (3) the Tax Receivable Agreement. For a description of the terms of the Stockholders Agreement, the Registration Rights Agreement and the Tax Receivable Agreement, see “Certain Relationships and Related Party Transactions.”
Immediately following the consummation of the Transactions (including this offering):

Milan Laser Inc. will be a holding company and its principal asset will consist of LLC Interests it acquires directly from Milan Parent, LLC and indirectly from certain of the Continuing Equity Owners and the Blocker Stockholder;

Milan Laser Inc. will be the sole managing member of Milan Parent, LLC and will control the business and affairs of Milan Parent, LLC and its direct and indirect subsidiaries;

Milan Laser Inc. will directly own                 Class A LLC Interests, representing approximately    % of the economic interest in Milan Parent, LLC (or           Class A LLC Interests, representing approximately    % of the economic interest in Milan Parent, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

Continuing Equity Owners and the Blocker Stockholder will own, collectively,           shares of Class B common stock and           shares of Class C common stock of Milan Laser Inc., respectively (or           shares of Class B common stock and           shares of Class C common stock of Milan Laser Inc., respectively, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately    % of the combined voting power of all of Milan Laser Inc.’s common stock and approximately    % of the economic interest in Milan Laser Inc. (or approximately    % of the combined voting power and approximately    % of the economic interest if the underwriters exercise in full their option to purchase additional shares of Class A common stock); and

the purchasers in this offering will own (1)                 shares of Class A common stock of Milan Laser Inc. (or           shares of Class A common stock of Milan Laser Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), representing approximately    % of the combined voting power of all of Milan Laser Inc.’s common stock and approximately    % of the economic interest in Milan Laser Inc. (or approximately    % of the combined voting power and approximately    % of the economic interest in Milan Laser Inc. if the underwriters exercise in full their option to purchase additional shares of Class A common stock), and (2) through Milan Laser Inc.’s ownership of Class A LLC Interests, indirectly will hold approximately    % of the economic interest in Milan Parent, LLC (or approximately    % of the economic interest in Milan Parent, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
 
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As the sole managing member of Milan Parent, LLC, we will operate and control all of the business and affairs of Milan Parent, LLC and, through Milan Parent, LLC and its direct and indirect subsidiaries, conduct our business. Following the Transactions, including this offering, Milan Laser Inc. will have a minority economic interest in Milan Parent, LLC, and will control the management of Milan Parent, LLC as its sole managing member. As a result, Milan Laser Inc. will consolidate Milan Parent, LLC and record a significant non-controlling interest in a consolidated entity in Milan Laser Inc.’s consolidated financial statements for the economic interest in Milan Parent, LLC held by the Continuing Equity Owners.
For more information regarding the Transactions and our structure, see “Our Organizational Structure.”
Ownership Structure
The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock.
[MISSING IMAGE: tm2123162d2-fc_milanbw.jpg]
(1)
Investors in this offering will hold approximately    % of the combined voting power of Milan Laser Inc. (or approximately    % of the combined voting power if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
After giving effect to the Transactions, including this offering, Milan Laser Inc. will be a holding company whose principal asset will consist of    % of the outstanding LLC Interests of Milan Parent, LLC, a Delaware limited liability company (or    % if the underwriters exercise in full their option to purchase additional shares of our Class A common stock).
 
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The Offering
Issuer
Milan Laser Inc.
Shares of Class A common stock offered by us
       shares.
Underwriters’ option to purchase additional shares of Class A common stock
from us
       shares.
Shares of Class A common stock to be outstanding immediately after
this offering
     shares, representing approximately    % of the combined voting power of all of Milan Laser Inc.’s common stock (or               shares, representing approximately    % of the combined voting power of all of Milan Laser Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock),    % of the economic interest in Milan Laser Inc. and    % of the indirect economic interest in Milan Parent, LLC (or    % of the economic interest in Milan Laser Inc. and    % of the indirect economic interest in Milan Parent, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Shares of Class B common stock to be outstanding immediately after this
offering
    shares, representing approximately    % of the combined voting power of all of Milan Laser Inc.’s common stock (or               shares, representing approximately    % of the combined voting power of all of Milan Laser Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock) and no economic interest in Milan Laser Inc.
Shares of Class C common stock to be outstanding immediately after this offering
    shares, representing approximately     % of the combined voting power of all of Milan Laser Inc.’s common stock (or     shares, representing approximately     % of the combined voting power of all of Milan Laser Inc.’s common stock if the underwriters exercise in full their option to purchase additional shares of our Class A common stock),     % of the economic interest in Milan Laser Inc. and     % of the indirect economic interest in Milan Parent, LLC (or     % of the economic interest in Milan Laser Inc. and     % of the indirect economic interest in Milan Parent, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Class A LLC Interests to be held by us immediately after this offering
         Class A LLC Interests, representing approximately    % of the economic interest in Milan Parent, LLC (or         Class A LLC Interests, representing
 
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approximately    % of the economic interest in Milan Parent, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Class A LLC Interests to be held by our Continuing Equity Owners immediately after this offering
         Class A LLC Interests, representing approximately    % of the economic interest in Milan Parent, LLC (or          Class A LLC Interests, representing approximately    % of the economic interest in Milan Parent, LLC if the underwriters exercise in full their option to purchase additional shares of Class A common stock).
Ratio of shares of Class A common stock and Class C common stock to Class A LLC Interests
Our amended and restated certificate of incorporation and the Milan Parent, LLC Limited Liability Company Agreement will require that we and Milan Parent, LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock and Class C common stock, on the one hand, issued by us and the number of Class A LLC Interests owned by us, on the other hand.
Ratio of shares of Class B common stock to Class A LLC Interests
Our amended and restated certificate of incorporation and the Milan Parent, LLC Limited Liability Company Agreement will require that we and Milan Parent, LLC at all times maintain a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of Class A LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by us. Immediately after the Transactions, the Continuing Equity Owners will together own 100% of the outstanding shares of our Class B common stock.
Permitted holders of shares of Class B common stock
Only the Continuing Equity Owners and the permitted transferees of Class B common stock as described in this prospectus will be permitted to hold shares of our Class B common stock. Shares of Class B common stock are transferable for shares of Class C common stock only together with an equal number of Class A LLC Interests. See “Certain Relationships and Related Party Transactions — Milan Parent, LLC Limited Liability Company Agreement —  Agreement in Effect After this Offering.”
Conversion
The Continuing Equity Owners may, at their election (including upon a proposed sale of such interest), have their Class A LLC Interests (and an equivalent number of Class B common stock) redeemed for shares of Class C common stock. Upon a sale or transfer of Class C common stock (other than to a specified permitted transferee), shares of Class C common stock will automatically convert to shares of Class A common stock.
 
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Voting rights
Holders of shares of our Class A common stock, our Class B common stock and our Class C common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law or our amended and restated certificate of incorporation. Each share of our Class A common stock entitles its holders to one vote per share and each share of our Class B common stock and our Class C common stock entitles its holders to ten votes per share on all matters presented to our stockholders generally (for so long as the aggregate number of outstanding shares of our Class B common stock and Class C common stock held by our Co-founders or their permitted transferees represents at least 20% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share). See “Description of Capital Stock.”
Redemption rights of holders of LLC Interests
The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require Milan Parent, LLC to redeem all or a portion of their Class A LLC Interests in exchange for, at our election (determined by at least      of our independent directors (within the meaning of the          rules) who are disinterested), newly-issued shares of our Class C common stock on a one-for-one basis, or in connection with a redemption exercised in connection with the closing of this offering, a cash payment equal to price per share for which shares of Class A common stock are sold in this offering less any applicable underwriters’ discounts or commissions and brokers’ fees or commissions, or in connection with a redemption exercised after the closing of this offering, a cash payment equal to a volume weighted average market price of one share of our Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the Milan Parent, LLC Limited Liability Company Agreement; provided that, at our election (determined by at least          of our independent directors (within the meaning of the          rules) who are disinterested), we may effect a direct exchange by Milan Laser Inc. of such Class C common stock or such cash, as applicable, for such LLC Interests. The Continuing Equity Owners may, subject to certain exceptions, exercise such redemption right for as long as their LLC Interests remain outstanding. See “Certain Relationships and Related Party Transactions — Milan Parent, LLC Limited Liability Company Agreement — Agreement in Effect After this Offering.” Simultaneously with the payment of cash or shares of Class C common stock, as applicable, in connection with a redemption or exchange of LLC Interests pursuant to the terms of the Milan Parent, LLC Limited Liability Company Agreement, a number of shares of our Class B common stock registered in the name of the redeeming or exchanging Continuing Equity Owner will be transferred to the Company and will be cancelled for no consideration on a one-for-one basis with the number of LLC Interests so redeemed or exchanged.
 
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Use of proceeds
We estimate, based upon an assumed initial public offering price of $      per share (which is the midpoint of the price range set forth on the cover page of this prospectus), that we will receive net proceeds from this offering of approximately $      million (or $      million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), after deducting estimated underwriting discounts and commissions. We intend to use the net proceeds from this offering (i) to purchase          newly-issued LLC Interests (or          LLC Interests if the underwriters exercise in full their option to purchase additional shares of Class A common stock) directly from Milan Parent, LLC, (ii) to purchase          LLC Interests directly from Continuing Equity Owners and (iii) as cash consideration to the Blocker Stockholder in the Blocker Merger, in each case, at a price per unit equal to the initial public offering price per share of Class A common stock in this offering less the underwriting discounts. Milan Parent, LLC intends to use the net proceeds it receives from the sale of LLC Interests to Milan Laser Inc. to pay down a portion of our 2021 Credit Facility and for general corporate purposes, including to support the growth of our business. Milan Parent, LLC will not receive any proceeds from the purchase by Milan Laser Inc. of the LLC Interests owned by the Continuing Equity Owners or paid as cash consideration to the Blocker Stockholder in the Blocker Merger. Milan Parent, LLC will bear or reimburse Milan Laser Inc. for all of the expenses of this offering. See “Use of Proceeds.”
Dividend policy
We currently intend to retain any future earnings to fund the development and expansion of our business, and, therefore, we do not anticipate paying cash dividends on our share capital in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors. Holders of our Class B common stock are not entitled to participate in any dividends declared by our board of directors. Because we are a holding company, our ability to pay cash dividends on our Class A common stock and Class C common stock depends on our receipt of cash distributions from Milan Parent, LLC and, through Milan Parent, LLC, cash distributions and dividends from our other direct and indirect wholly owned subsidiaries. Any future determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors, subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. Any such determination will also depend upon our business prospects, results of operations, financial condition, cash requirements and availability, industry trends and other factors that our board of directors may deem relevant. See “Dividend Policy.”
Controlled company
exception
After the consummation of the Transactions, we will be considered a “controlled company” for the purposes of the New York Stock Exchange rules as LGP will have more than 50% of the voting power for the election of our directors. See “Principal Stockholders.” As a “controlled company,” we will
 
23

 
not be subject to certain corporate governance requirements, including that: (1) a majority of our board of directors consists of “independent directors,” as defined under the New York Stock Exchange rules; (2) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; (3) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (4) we perform annual performance evaluations of the nominating and corporate governance and compensation committees. As a result, we may not have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, or an entirely independent compensation committee or perform annual performance evaluations of the nominating and corporate governance and compensation committees unless and until such time as we are required to do so.
Tax receivable agreement
Milan Laser Inc. will enter into the Tax Receivable Agreement with Milan Parent, LLC and the TRA Participants that will provide for the payment by Milan Laser Inc. to the TRA Participants of 85% of the amount of tax benefits, if any, that Milan Laser Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of assets of Milan Parent, LLC and its subsidiaries resulting from any redemptions or exchanges of LLC Interests by Continuing Equity Owners described above under “— The Offering  —  Redemption rights of holders of LLC Interests” (the “Basis Adjustments”), (ii) the unused portion of the increases in the Blocker Company’s share of the tax basis in the assets of Milan Parent, LLC as a result of the Blocker Company’s original acquisition of LLC Interests and any distribution (including a deemed distribution) by Milan Parent, LLC to the Original Equity Owners (collectively, the “Blocker Tax Attributes”), and (iii) certain other tax benefits related to Milan Laser Inc. making payments under the Tax Receivable Agreement. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with the Basis Adjustments, the Blocker Tax Attributes, and certain other tax benefits related to Milan Laser Inc. making payments under the Tax Receivable Agreement would aggregate to approximately $      over 20 years from the date of this offering based on the assumed initial public offering price of $      per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, and assuming all future redemptions or exchanges would occur one year after this offering. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay the TRA Participants approximately 85% of such amount, or approximately $      , over the 20-year period from the date
 
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of this offering. Milan Laser Inc. will retain the benefit of the remaining 15% of these tax savings under the Tax Receivable Agreement. Milan Laser Inc. will depend on cash distributions from Milan Parent, LLC to make payments under the Tax Receivable Agreement, and Milan Parent, LLC’s ability to make such distributions may be subject to various limitations and restrictions. See “Certain Relationships and Related Party Transactions  —  Tax Receivable Agreement.”
Registration rights
agreement
Pursuant to the Registration Rights Agreement, we will, subject to the terms and conditions thereof, agree to register the resale of the shares of our Class A common stock upon conversion of the Class C common stock of the Continuing Equity Owners and the Blocker Stockholder that is either held by them or issuable to them upon redemption or exchange of their LLC Interests. See “Certain Relationships and Related Party Transactions — Registration Rights Agreement” for a discussion of the Registration Rights Agreement.
Risk factors
See “Risk Factors” beginning on page 31 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock.
Trading symbol
We intend to apply to list our Class A common stock on the New York Stock Exchange under the symbol “MLAN.”
Reserved share program
At our request, the underwriters have reserved for sale, at the initial public offering price, up to    % of the Class A common stock offered by this prospectus for sale to some of our directors, officers and employees through a reserved share program, or Reserved Share Program. If these persons purchase reserved shares, it will reduce the number of shares of our Class A common stock available for sale to the general public. Any reserved shares of our Class A common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of our Class A common stock offered by this prospectus. See “Underwriting — Reserved Share Program.”
Unless we indicate otherwise or the context otherwise requires, all information in this prospectus:

gives effect to the amendment and restatement of the Existing Agreement, which Milan Parent, LLC converts all existing ownership interests in Milan Parent, LLC into                 LLC Interests, as well as the filing of our amended and restated certificate of incorporation;

gives effect to the other Transactions, including the consummation of this offering;

excludes                 shares of Class A common stock reserved for issuance under our 2021 Incentive Award Plan;

excludes                shares of Class A common stock reserved for issuance to holders of phantom equity awards in connection with the termination of our Phantom Plan;

assumes an initial public offering price of $      per share of Class A common stock, which is the midpoint of the price range set forth on the cover page of this prospectus; and

assumes no exercise by the underwriters of their option to purchase                 additional shares of Class A common stock.
 
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Summary Historical and Pro Forma Condensed Consolidated Financial and Other Data
The following tables present the summary historical consolidated financial and other data for Milan Parent, LLC and its subsidiaries and the summary pro forma condensed consolidated financial and other data for Milan Laser Inc. Milan Parent, LLC is the predecessor of the issuer, Milan Laser Inc., for financial reporting purposes. The summary consolidated statement of operations data for the six months ended June 30, 2021 and 2020, fiscal year 2020, the period from June 24, 2019 to December 31, 2019 (Successor period) and January 1, 2019 to June 23, 2019 (Predecessor period), and the summary consolidated balance sheet data as of June 30, 2021, December 31, 2020 and December 31, 2019 are derived from the consolidated financial statements of Milan Parent, LLC included elsewhere in this prospectus. The summary consolidated other financial data for the fiscal year 2018 are derived from the consolidated financial statements of Milan Parent, LLC not included in this prospectus. The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. We have prepared our unaudited interim condensed combined financial statements on the same basis as the audited combined financial statements and, in our opinion, have included all adjustments, which include only normal recurring adjustments, necessary to present fairly in all materials respects our financial position and results of operations. The results for any interim period are not necessarily indicative of the results that may be expected for the entire year. The information set forth below should be read together with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes included elsewhere in this prospectus.
The summary unaudited pro forma condensed consolidated financial data of Milan Laser Inc. presented below have been derived from our unaudited pro forma condensed consolidated financial information included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “Our Organizational Structure,” including the consummation of this offering, as if all such transactions had occurred on January 1, 2020 in the case of the unaudited pro forma consolidated statements of operations data, and as of June 30, 2021 in the case of the unaudited pro forma condensed consolidated balance sheet data. The unaudited pro forma condensed consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had the Transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Condensed Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma condensed consolidated financial information.
The summary historical consolidated financial and other data of Milan Laser Inc. has not been presented because Milan Laser Inc. is a newly incorporated entity, has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.
The table below presents our results of operations for our six months ended June 30, 2021 and 2020, our annual period ended December 31, 2020, the period from June 24, 2019 to December 31, 2019 (Successor period) and January 1, 2019 to June 23, 2019 (Predecessor period).
 
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Historical Milan Parent, LLC
Pro Forma
Milan
Laser Inc.
(in thousands, other than per share amounts)
Six
Months
Ended
June 30,
2021
Six
Months
Ended
June 30,
2020
Fiscal
Year 2020
Successor
Period
from June 24,
2019
through
December 31,
2019
Predecessor
Period from
January 1,
2019 to
June 23,
2019
Six
Months
Ended
June 30,
2021
Year
ended
December 31,
2020
Statements of Operations Data:
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Net revenues, net of refunds and financing
fees
$ 71,764 $ 27,403 $ 70,105 $ 25,591 $ 17,699
Cost of sales (excludes
depreciation and amortization shown below)
8,392 3,019 8,835 3,008 2,128              
Selling, general and administrative expenses
43,916 21,048 50,625 23,083 23,133
Depreciation and amortization
6,715 5,982 12,534 6,288 429
Loss on disposal property and equipment
2 37 29
Transaction expenses
12,960
Total Operating Expenses
50,633 27,030 63,196 29,400 36,522
Operating Income (loss)
12,739 (2,646) (1,926) (6,817) (20,951)
Other expense (income):
Loss on debt extinguishment
2,017
Interest expense
2,746 101 114 26 1,236
Other (income)
(5) (39) (42) (70) (27)
Total other expense
(income)
2,741 62
72
(44)
3,226
Loss before provision for income taxes
$ 9,998 $ (2,708) $ (1,998) $ (6,773) $ (24,177)
Provision for income taxes
Net Income (Loss)
$ 9,998 $ (2,708) $ (1,998) $ (6,773) $ (24,177)
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to Milan Laser Inc.
Net loss attributable to Class A Unit holders – basic
40.37 (10.94) $ (8.07) $ (27.35) $ (120,887)
Net loss attributable to Class A Unit holders – diluted
39.61 (10.94) $ (8.07) $ (27.35) $ (120,887)
Weighted-average units used in computing net loss per Class A Unit – basic
247,631 247,631 247,631 247,631 200
Weighted-average units used in computing net loss per Class A Unit – diluted
252,385 247,631 247,631 247,631 200
 
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Historical Milan Parent, LLC
Pro Forma
Milan Laser
Inc.
(in thousands)
As of
June 30,
2021
As of
December 31,
2020
As of
December 31,
2019
As of
June 30,
2021
Balance Sheet Data
(unaudited)
(unaudited)
Cash and cash equivalents
$ 23,857 $ 17,331 $ 7,467
Working capital(1)
(11,493) (108) (3,380)
Total assets
313,502 285,449 263,221
Total liabilities
311,747 47,774 23,736
Class A units
247,631 247,631 247,631
Additional paid-in capital
2,430 267 79
Accumulated deficit
(248,306) (10,223) (8,225)
Total members’ equity
1,755 237,675 239,485
(1)
We define working capital as current assets less current liabilities. See our financial statements included elsewhere in this prospectus for further details regarding our current assets and current liabilities.
Other Financial Data
Historical
Milan Parent, LLC
Pro Forma
Milan Laser Inc.
(in thousands):
Six Months
Ended
June 30,
2021
Six Months
Ended
June 30,
2020
Fiscal Year
2020
Pro
Forma
Combined
year ended
December 31,
2019
Successor
Period
from
June 24,
2019
through
December 31,
2019
Predecessor
Period
from
January 1,
2019 to
June 23,
2019
Fiscal Year
2018
Six Months
Ended
June 30,
2021
Year
Ended
December
31, 2020
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Clinic-level contribution(1)
$ 39,954 $ 12,252 $ 30,829 $ 12,848 $ 7,872 $ 5,793 $ 8,672
Adjusted EBITDA(1)
$ 23,936 $ 3,602 $ 11,446 $ 771 $ 708 $ 879 $ 1,149
New clinic preopening expenses(2)
556 450 1,096 978 431 547 897
Reverse impact
of deferred
revenue(3)
30,075 5,210 19,836 15,825 8,743 6,125 6,663
Change in financed receivables(4)
(17,497) (3,401) (12,135) (4,598) (3,186) (1,412) (2,509)
(1)
Clinic-level contribution and Adjusted EBITDA are non-GAAP financial measures. For a reconciliation of clinic-level contribution to operating income (loss), the most directly comparable GAAP measure, and Adjusted EBITDA to net loss, the most directly comparable GAAP measure, see “— Clinic-Level Contribution” and “— Adjusted EBITDA” below.
(2)
New clinic pre-opening expenses relate to one-time costs incurred prior to a new clinic opening, which includes rent and utility expense for the period prior to clinic opening, the cost of hiring and training new employees, and the cost of delivering furnishings, equipment, and supplies to clinics.
(3)
Represents the impact of non-cash deferred revenue.
(4)
Represents the impact of the non-cash change in financed receivables.
Adjusted EBITDA
We present Adjusted EBITDA, which is considered a non-GAAP financial measure, because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
We define Adjusted EBITDA as net income (loss) plus depreciation and amortization, stock-based compensation expense, interest expense and provision for income taxes, as further adjusted to eliminate the impact of certain non-cash and/or other items that we do not consider indicative of our ongoing operating performance, including
 
28

 
transaction expenses related to the LGP Transaction, expenses incurred for warrant settlement liability, professional fees, loss on debt extinguishment and other one-time, non-recurring costs.
The following is a reconciliation of our net income (loss) to Adjusted EBITDA for the periods presented:
Historical Milan Parent, LLC
Pro Forma
Milan Laser Inc.
(in thousands)
Six
Months
Ended
June 30,
2021
Six
Months
Ended
June 30,
2020
Fiscal
Year
2020
Pro Forma
Combined
year ended
December 31,
2019
Successor
Period
from
June 24,
2019
through
December 31,
2019
Predecessor
Period
from
January 1,
2019
to
June 23, 2019
Fiscal
Year
2018
Six
Months
Ended
June 30,
2021
Year
Ended
December 31,
2020
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Net income (loss)
$ 9,998 $ (2,708) $ (1,998) $ (22,789) $ (6,773) $ (24,177) $ (6,260)
Depreciation and amortization
6,715 5,982 12,534 11,863 6,288 429 823
Stock-based compensation
2,491 76 188 151 79  — 
Interest expense
2,746 101 114 26 26 1,235 1,906
Provision for income
taxes
 —   — 
Transaction related expense(1)
 —  12,960
Expense incurred for
warrant settlement
liability
8,014  —  8,014 4,458
Professional
fees(2)
863 118 283 869 403 466 83
Loss on debt extinguishment
2,017  —  2,017
Other(3) 1,123 33 325 620 685 (65) 139
Adjusted
EBITDA
$ 23,936 $ 3,602 $ 11,446 $ 771 $ 708 $ 879 $ 1,149
(1)
Transaction related expense represents one-time costs related to the LGP Transaction including advisory, banking, accounting and legal fees.
(2)
Professional fees incurred in 2018 related to one-time debt issuance costs, incurred in 2019 expenses related to LGP Transaction, incurred in 2020 related to LLC restructuring and incurred in 2021 related to legal, banking and advisory fees associated with this offering and in connection with the 2021 Credit Facility.
(3)
Other costs consist of other discrete items as determined by management, including new software integration expense, severance pay and line-of-credit fees.
Clinic-Level Contribution
We present clinic-level contribution, which is considered a non-GAAP financial measure, because we believe clinic-level contribution allows management to better understand and track the direct performance of our clinics from period to period. Clinic-level contribution includes only those operating expenses directly associated with clinic operations, which excludes certain corporate expenses. We define clinic-level contribution as operating income (loss) plus depreciation and amortization, stock-based compensation expense, expense incurred for warrant settlement liability, professional fees, loss on debt extinguishment, and other one-time, non-recurring costs, and corporate expenses directly attributed to support staff and corporate offices that, while essential in supporting our clinic operations, are not directly related to clinic operations.
 
29

 
The following is a reconciliation of our operating loss to clinic-level contribution for the periods presented:
Historical Milan Parent, LLC
Pro Forma Milan
Laser Inc.
(in thousands)
Six
Months
Ended
June 30,
2021
Six
Months
Ended
June 30,
2020
Fiscal
Year
2020
Pro Forma
Combined
year ended
December 31,
2019
Successor
Period
from
June 24, 2019
through
December 31,
2019
Predecessor
Period
from
January 1,
2019
to June 23,
2019
Fiscal
Year
2018
Six
Months
Ended
June 30,
2021
Year
Ended
December 31,
2020
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Operating income (loss)
$ 12,739 $ (2,646) $ (1,926) $ (20,843) $ (6,817) $ (20,952) $ (4,354)
Depreciation and amortization
6,715 5,982 12,534 11,863 6,288 429 823
Stock-based compensation
2,491 76 188 151 79  — 
Expense incurred for warrant settlement liability
8,014  —  8,014 4,458
Professional fees(1)
863 118 283 869 403 466 83
Transaction related expense(2)
 —  12,960
Other(3) 1,125 33 362 650 714 (64) 132
Corporate
expenses(4)
16,021 8,689 19,388 12,144 7,205 4,939 7,530
Clinic-level contribution
$ 39,954 $ 12,252 $ 30,829 $ 12,848 $ 7,872 $ 5,793 $ 8,672
(1)
Professional fees incurred in 2018 related to one-time debt issuance costs, incurred in 2019 expenses related to LGP Transaction, incurred in 2020 related to LLC restructuring and incurred in 2021 related to legal, banking and advisory fees associated with this offering and in connection with the 2021 Credit Facility.
(2)
Transaction related expense represents one-time costs related to the LGP Transaction including advisory, banking, accounting and legal fees.
(3)
Other costs consist of other discrete items as determined by management, including new software integration expense, severance pay, loss on disposal of PPE and line-of-credit fees.
(4)
Corporate expenses directly attributed to support staff and corporate facilities, consisting of:

Compensation expense for corporate level employees;

Rent and building expense related to corporate headquarters; and

Other corporate level expenses regarding business travel, professional fees, and office/software expense.
 
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RISK FACTORS
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks described below, as well as the other information in this prospectus, including our consolidated financial statements and the related notes, before deciding to invest in our Class A common stock. The occurrence of any of the events described below could harm our business, financial condition, results of operations, liquidity or prospects. In such an event, the market price of our Class A common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business.
Risks Related to Our Growth Strategy
Our long-term strategy involves opening new clinics, and is subject to many unpredictable factors.
One key component of our long-term growth strategy is to open new clinics and to operate those clinics on a profitable basis. As of June 30, 2021, we operated 132 clinics across 23 states. We may not be able to open new clinics as quickly as planned, if at all. We could experience delays or roadblocks in opening clinics for various reasons, including obtaining labor for construction, hiring adequate staffing and obtaining sufficient supplies to build and operate such clinics. Delays or failures in opening new clinics could materially adversely affect our growth strategy and our business, financial condition and results of operations. As we operate more clinics, our rate of expansion relative to the size of our clinic base will eventually decline.
In addition, we may face challenges locating and securing suitable new clinic sites in our target markets. Competition for those sites is intense, and other retail concepts that compete for those sites may have unit economic models that permit them to bid more aggressively for those sites than we can. There is no guarantee that a sufficient number of suitable sites will be available in desirable areas or on terms that are acceptable to us in order to achieve our growth plan. Our ability to open new clinics also depends on other factors, including:

negotiating leases with acceptable terms;

identifying, hiring and training qualified employees in each local market;

identifying and entering into management agreements with suitable affiliated physician entities (“PCs”) in certain target markets;

timely delivery of leased premises to us from our landlords and punctual commencement and completion of construction;

managing construction and development costs of new clinics, particularly in competitive markets;

obtaining construction materials and labor at acceptable costs;

available supply and timely delivery of equipment necessary to operate our clinics;

unforeseen engineering, environmental or other problems with leased premises;

generating sufficient funds from operations or obtaining acceptable financing to support our future development;

securing required governmental approvals, permits and licenses (including construction permits and operating licenses) in a timely manner and responding effectively to any changes in local, state or federal laws and regulations that adversely affect our costs or ability to open new clinics; and

the impact of inclement weather, natural disasters, pandemics and other calamities.
We may face additional unknown risks if in the future our business extends beyond our current focus.
 
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New clinics, once opened, may not be profitable.
Opening new clinics typically requires us to make an initial investment of approximately $175,000 to $200,000, which cost we typically recoup via earnings generated by such clinic. However, we cannot assure you that this will continue for our existing clinics or that clinics we open in the future will see similar results. In new markets, the length of time before revenues for new clinics ramp up and stabilize is less predictable and can be longer than we expect because of our limited knowledge of these markets and consumers’ limited awareness of our brand. New clinics may not be profitable and their revenue performance may not follow historical patterns. Our ability to operate new clinics profitably and increase bookings and revenues will depend on many factors, some of which are beyond our control, including:

consumer awareness and understanding of our brand;

our marketing strategy;

general economic conditions, which can affect clinic traffic, local rent and labor costs and prices we pay for the supplies and equipment we use;

changes in consumer preferences and discretionary spending;

changes in customer preferences in body areas treated;

competition, either from independent medical spa operators, waxing clinics or, to a lesser extent, dermatologists, plastic surgeons and other physicians who may provide hair removal as an ancillary service;

the identification and availability of attractive sites for new facilities and the anticipated commercial, residential and infrastructure development near our new facilities;

changes in government regulation and enforcement; and

other unanticipated increases in costs, any of which could give rise to delays or cost overruns.
If our new clinics do not perform as planned, our business and future prospects could be harmed. In addition, if we are unable to achieve our expected economic returns on new clinics, our business, financial condition and results of operations could be adversely affected.
Our expansion into new markets may be more costly and difficult than we currently anticipate which would result in slower growth than we expect.
Clinics we open in new markets may take longer to reach expected revenue and profit levels on a consistent basis and may have higher construction, occupancy, marketing or operating costs than clinics we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes or discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees. For these reasons, among others, our new clinics may be less successful than our existing clinics. If we do not successfully execute our plans to enter new markets, our business, financial condition and results of operations could be materially adversely affected.
Our potential need to raise additional capital to accomplish our objectives of expanding into new markets and selectively developing clinics exposes us to risks, including limiting our ability to develop or acquire clinics and limiting our financial flexibility.
As part of our growth strategy, we plan to expand into new markets and pursue the selective development and acquisition of clinics. If we do not have sufficient cash resources, our ability to expand our business in new markets and develop and acquire clinics could be limited unless we are able to obtain additional capital through future debt or equity financing. Using cash to finance development and acquisition of clinics could limit our financial flexibility by reducing cash available for operating
 
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purposes. Using debt financing could result in lenders imposing financial covenants that limit our operations and financial flexibility. Using equity financing may result in dilution of ownership interests of our existing stockholders.
Our failure to manage our growth effectively could harm our business and operating results.
Our growth plan includes a significant number of new clinics. Our existing clinic management systems, administrative staff, financial and management controls, risk management and information systems may be inadequate to support our planned expansion. Those demands on our infrastructure and resources may also materially adversely affect our ability to manage our existing clinics. Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain doctors, technicians and clinical staff. We may not respond quickly enough to the changing demands that our expansion will impose on our management, clinic teams and existing infrastructure which could harm our business, financial condition and results of operations.
A lack of qualified employees would significantly hinder our growth plans and adversely affect our results of operations.
As we grow, our ability to increase productivity and profitability will be limited by our ability to employ, train, and retain skilled personnel. There can be no assurance that we will be able to maintain an adequate skilled labor force necessary to operate efficiently, that our labor expenses will not disproportionately increase as a result of a shortage in the supply of skilled personnel or that we will not have to curtail our planned internal growth as a result of labor shortages. If we are unable to attract, train and retain qualified personnel, we may be unable to provide our services, the quality of our services may decline and we could lose customers or our brand and reputation may be harmed, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, the inability to recruit personnel to staff our clinics, will substantially slow our ability to expand and build new clinics, which would have an adverse impact on our growth. From time to time, and particularly in recent years, the lack of availability of personnel, including qualified technicians and medical personnel, has been a significant operating issue in our industry in certain local and regional markets. If the demand exceeds the supply of available and qualified personnel, we and our competitors may be forced to offer higher compensation and other benefits to attract and retain them. Even if we were to offer higher compensation and other benefits, there can be no assurance that these individuals will choose to join or continue to work for us. Furthermore, the competitive market for this labor force has created turnover as many seek to take advantage of the available positions offering new and more attractive wage and benefit packages. We may be required to hire more expensive temporary personnel or increase our recruiting and marketing costs relating to labor. The use of temporary or agency staff or employee turnover could also heighten the risks of quality control and medical malpractice. In addition to the wage pressures inherent in this environment, the cost of training new employees amid the turnover rates may cause added pressure on our operating results. In addition, while none of our employees are currently represented by a labor union, if some of our employees were to become unionized, it could increase labor costs or otherwise disrupt our operations.
We may not be able to successfully recruit and retain qualified nurses, nurse practitioners, laser technicians and other providers.
Our success depends upon our continuing ability to recruit and retain qualified nurses, nurse practitioners, laser technicians and other providers. In the event we are unable to attract a sufficient number of such qualified providers, our growth rate may suffer.
We depend on key members of our management team and will need to add, retain and motivate additional leading experts and qualified personnel, and our ability to operate effectively could be impaired if we fail to attract and retain our executive officers.
We are highly dependent on our executive officers and other key management and technical personnel, including our founders, Shikhar Saxena, M.D., and Abe Schumacher, M.D. Our success depends, in part, upon the continuing contributions of our executive officers and key employees at the
 
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management level. Furthermore, though we have entered into (or plan to enter into, in the case of Dr. Saxena and Dr. Schumacher) employment agreements which each of our executive officers, there is no guarantee that executive officers will not leave, and if they do leave, any post-termination limitations in their employment agreements may not be enforceable. The loss of the services of any of our executive officers or the failure to attract other executive officers could have a material adverse effect on our business, financial condition and results of operations or our business prospects. If we lose the services of any of our key employees at the operating or regional level, we may not be able to replace them in a timely manner, if at all, with similarly qualified personnel, which could harm our business, financial condition and results of operations.
We currently purchase our lasers from one supplier and, while alternative suppliers exist, if we were to need to transition to one or more new suppliers, it may impose additional costs or cause delays in opening new clinics.
Currently, we purchase our lasers from one supplier, Candela Medical Inc. We also rely on our existing supplier as the provider of the warranty and repair services for this equipment for those lasers, including for replacement parts over the life of the laser. Alternative suppliers of our lasers exist; however, any disruption in operations of our existing supplier, product recalls or market withdrawals, or termination or suspension of our relationships with our existing supplier could impose additional costs or delays in maintaining operations at our existing clinics or to our opening of new clinics. Transitioning to a new supplier could impose additional costs or delays in our ability to open new clinics if we encounter delays or difficulties in securing such equipment and services or if we cannot then obtain an acceptable substitute on similar terms in a timely manner, which could impact our growth and affect our business, financial condition, results of operations as a result.
In addition to our laser equipment, we rely on third-parties to provide supplies and services necessary for our operations. Limitations in the number of available suppliers, or reliance on foreign suppliers, could result supply disruptions or in fewer alternatives for sourcing key supplies. Such supply constraints may result in a shortage of supplies, thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our business, financial condition and results of operations and result in downtime, and delays.
We will be subject to all of the risks associated with leasing space that is subject to long-term non-cancelable leases for clinics that we intend to operate.
We regularly lease, or sublease, the real property where our clinics operate. We expect most of the spaces that we intend to open in the future will be leased. We anticipate that our leases generally will have an initial term of five years and generally can be extended only in five-year increments potentially at increased rates. We expect that our leases will typically be net leases, which require us to pay all of the costs of insurance, taxes, maintenance and utilities, and that these leases will not be cancellable by us. If a future clinic is not profitable, resulting in its closure, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. In addition, we may fail to negotiate renewals as each of our leases expires, either on commercially acceptable terms or at all, which could cause us to pay increased occupancy costs or to relocate or close clinics in desirable locations. These potential increases in occupancy costs and the cost of relocating or closing clinics could materially adversely affect our business, financial condition or results of operations.
We have a limited operating history on which to judge our new business prospects, growth strategy and management.
We have a limited operating history on which to judge our new business prospects, growth strategy and management. We commenced operations in the laser hair removal industry in 2012 and we do not have experience operating during prior recessionary cycles. Accordingly, we have only a limited operating history upon which to base an evaluation of our business, growth strategy and prospects, and we may not be able to accurately predict how our business will perform in a future recessionary
 
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cycle. In addition, we provide a lifetime guarantee of our laser hair removal services, which has been effective for less than 10 years. Operating results for future periods are subject to numerous uncertainties, some of which are described herein, and we cannot assure you that we will sustain our growth. Our prospects must be considered in light of the risks encountered by companies with a limited operating history, particularly rapidly growing companies. We cannot assure you that we will successfully address any of these risks.
We have experienced net losses and may not achieve or sustain profitability in the future.
We have experienced periods of net losses in the past and while we have recently achieved profitability, our revenue may not grow and we may not maintain profitability in the future. Our ability to maintain profitability will be affected by the other risks and uncertainties described in this section and in Management’s Discussion and Analysis. If we are not able to sustain or increase profitability, our business, financial condition and results of operations will be materially adversely affected and the price of our common stock may decline.
Risks Related to Competition
Our clinics compete for customers in a highly competitive environment that may make it more difficult to increase our customer volumes and revenues.
The business of providing laser hair removal services is highly competitive in each of the markets in which our clinics operate. The primary bases of such competition are quality of services and reputation, price of services, marketing and advertising strategy and implementation, convenience of office locations and hours of operation. Our clinics compete with other laser hair removal clinics and other personal-care and beauty alternatives in their local market, including waxing, sugaring and threading. Many of those competitors have established brands and reputations in their markets. Some of these competitors and potential competitors may have financial resources, reputations or management expertise that provide them with competitive advantages over us, which may make it difficult to compete against them. Our largest multi-unit laser hair removal competitors are Ideal Image MedSpa, which as of July 1, 2021 operated approximately 150 units domestically across 30 states, and LaserAway, which as of July 1, 2021 operated approximately 73 units across seven states, including states in which we operate. Furthermore, due to the increased number of low-cost and independently owned laser hair removal or personal-care and beauty alternatives, we may face increased competition if we increase our price or if discretionary spending declines, among other factors. We also face competition from other personal care and beauty alternatives, including waxing, sugaring, or threading, including from large national operators such as European Wax Center, which may provide alternative methods of hair removal that are more attractive to certain of our potential customers. For example, laser hair removal may be less effective on hair with less pigment, including blonde, gray and red colored hair. Should our customers fail to achieve the desired results, or should our potential customers believe that they will experience better results with alternative methods of hair removal, our service offerings could be competitively disadvantaged. In addition, there are a number of other laser hair removal providers and practices and other personal-care and beauty alternatives to our services that are attempting to duplicate or follow our business model and that are currently operating in our markets and in other parts of the country and may enter our existing markets in the future. Competitors may attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth rate and profitability.
New technologies or treatment methods could put our service offerings at a competitive disadvantage or render our services obsolete.
Technological innovation or the development of new treatment methods and technology, including the development of at-home laser hair removal for home consumer use, as well as other in-home solutions, such as shaving, chemical-based creams, epilators and at-home waxing, could provide solutions to hair removal that are more affordable or more appealing to consumers than our services, which could put our service offerings at a competitive disadvantage. Competitors may develop new, noninvasive therapies that are more effective, in general or more effective on hair with less pigment in
 
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particular, more convenient or less expensive than our treatments. The introduction of new technologies, along with these new therapies could result in increased competition or make our services obsolete. Any such developments could have a material adverse effect on our business, financial condition and results of operations.
Use of the internet and social media may adversely impact our business and reputation.
We are highly dependent on our online brand and reputation for future business. Consumers increasingly turn to online reviews and other social media platforms for information and decisions about consumer products and services. Negative reviews, or reviews in which our competitors’ services are rated more highly than ours, irrespective of their accuracy, could negatively affect our brand and reputation. The internet could be used to spread disinformation regarding the safety or efficacy of our treatments and services, and we will have limited ability to control the content or reach of such disinformation whether or not such information is accurate. There has been a substantial increase in the use of social media platforms, including blogs, social media websites and other forms of digital communications, and the importance of social media influencers in the personal-care and beauty products industry, that allow individuals access to a broad audience of consumers. Negative commentary regarding us or our services may be posted on social media platforms or other electronic means at any time and may be materially adverse to our reputation or business. Customers value readily available information and often act on such information without further investigation and without regard to its accuracy. Any harm to us or our services may be immediate without allowing us an opportunity for redress or correction. Social media platforms may also make it easier for smaller competitors to compete with us.
Our marketing programs may not be successful.
We incur costs and expend other resources in our marketing efforts to attract and retain customers. Our marketing activities are principally focused on customer education, increasing brand awareness and driving customer volumes. As we open new facilities, we undertake aggressive marketing campaigns to increase awareness about services. As part of our marketing approach, we rely on SEO, SEM and other programs to optimize our online content and generate cost-effective leads by developing specialized advertising and geo-targeted campaigns. We also use, and continue to develop, targeted marketing efforts within local neighborhoods through channels such as direct mail, digital media, community sponsorships and events, and a robust online and social media presence. These initiatives may not be successful, and may not adequately attract new customers, resulting in expenses incurred without the benefit of higher revenue. Further, our ability to market our services may be restricted or limited by federal or state law. For example, our marketing activities are subject to various federal and state laws. We believe we are currently in material compliance with such laws and that compliance with such laws does not materially impact our business. This includes federal and state consumer protection, advertisement and unfair competition laws that broadly regulate our marketing practices and prohibit false advertising or promises relating to our services. These laws generally require any claims in advertisement to be truthful, cannot be deceptive or unfair and must be evidence-based. In addition, state medical boards prohibit physicians from making false, misleading or untrue statements when engaging in advertising. Failure to comply with such laws can lead to penalties, including sanctions and fines, and subject the PC's physicians to disciplinary action, which could result in sanctions being imposed against the PC's physicians. The imposition of such penalties could have a material adverse effect on our business, financial condition, cash flows and results of operations. We also rely on a variety of direct marketing techniques, including telemarketing, email marketing and direct mail. Our marketing activities are regulated under laws such as the Telemarketing Sales Rule, the CAN-SPAM Act of 2003, rules and regulations by the FTC, such as the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, rules and regulations by the State Medical Boards, regarding advertising and marketing and various United States state laws or federal laws regarding marketing and solicitation (including by physicians), or state data protection laws, including the CCPA, that govern these activities. See ‘‘— Changes in privacy and advertising laws could materially adversely affect our ability to market our services and products effectively, as well as our business, financial condition and results of operations more generally.’’
 
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We rely on internet search engines, particularly Google, to drive traffic to our platform.
We rely heavily on internet search engines to generate a significant amount of traffic to our websites, principally through SEM as well as through SEO. The number of consumers we attract from search engines to our platform is due in large part to how and where information from, and links to, our websites are displayed on search engine results pages. The display, including rankings, of search results can be affected by a number of factors, many of which are not in our control and may change frequently. Search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results causing our websites to place lower in search query results. If a major search engine, especially Google, changes its algorithms in a manner that negatively affects the search engine ranking of our websites, or if competitive dynamics impact the cost or effectiveness of SEO or SEM in a negative manner, our business and financial performance would be adversely affected. Furthermore, our failure to successfully manage our SEO and SEM strategies and/or other traffic acquisition strategies could result in a substantial decrease in traffic to our websites.
In some instances, search and metasearch companies and application marketplaces may change their displays or rankings in order to promote their own competing products or services or the products or services of one or more of our competitors. For example, Google, a significant source of traffic to our website accounting for a substantial portion of the visits to our websites, frequently promotes its own competing products in its web search results, which has negatively impacted placement of references to our websites. Google’s promotion of its own competing products, or similar actions by Google in the future that have the effect of reducing our prominence or ranking on its search results, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, search engines, including Google, have the ability to exclude us from their platform entirely, which would have a material adverse impact on our ability to market our services.
Opening new clinics in existing markets may negatively affect revenue at our existing clinics.
The target area of our clinics varies by location and depends on a number of factors, including population density, other available retail services, area demographics and geography. As a result, the opening of a new clinic in or near markets in which we already have clinics could adversely affect the revenues of those existing clinics. Existing clinics could also make it more difficult to build our patient base for a new clinic in the same market. Our business strategy does not entail opening new clinics that we believe will materially affect revenue at our existing clinics, but we may selectively open new clinics in and around areas of existing clinics that are operating at or near capacity to effectively serve our customers. Revenue “cannibalization” between our clinics may become significant in the future as we continue to expand our operations and could affect our revenue growth, which could, in turn, adversely affect our business, financial condition and results of operations.
Risks Related to Our Systems and Intellectual Property
Our success depends largely on our ability to provide effective administrative office support to our clinics that results in increased revenues.
Our ability to continue to grow and improve profitability depends, to a significant extent, on our ability to provide quality and cost-effective administrative office support and financial support services that enable our clinics to improve their operations. Our clinics and PCs rely on our central administrative staff to perform the non-clinical functions of their operations. As a result, the success of our clinics is dependent on our ability to provide effective services that permit them to improve their operations and increase their revenues, such as:

implementing a cost-effective marketing strategy that focuses on local markets of our clinics;

using our economics of scale to negotiate contracts with suppliers and technology providers and malpractice insurance;

renewing leases for our clinics on commercially reasonable terms;
 
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maintaining our websites and call centers that provide consistent, high-quality customer service;

providing integrated management information systems that track, among other things, service transactions and customer satisfaction data;

providing clinic administrative staff;

making available customer payment plans and alternative methods of payment; and

providing training and other continuing education resources to supported doctors and technicians.
If we do not provide services that enable our clinics to improve their operations and increase customer volumes, we will not be able to increase customer revenues and recognize operational efficiencies and cost savings across our clinics, which may have a material adverse effect on our business, financial condition or results of operations.
Our internal computer systems, or those of any of our third-party service providers may fail or suffer security breaches, which could cause our business, financial condition and results of operations to suffer.
We increasingly rely on various information technology systems, all of which make up our integrated management information system, to process, transmit and store electronic information and we use information technology systems and networks in our operations and supporting departments. A majority of these information technology systems which are provided by third parties, and we rely on standardized procedures for operational and financial information, as well as for customer records and our billing operations. The future success and growth of our business depends on these information systems, communications, internet activity and other network processes. We may experience unanticipated delays, data breaches, complications or expenses in replacing, upgrading, implementing, integrating and operating our systems. Our integrated management information system regularly requires modifications, improvements or replacements that may require both substantial expenditures as well as interruptions in operations and distractions to our management. Our ability to implement these systems is subject to the availability of skilled information technology specialists to assist us in creating, implementing and supporting these systems. Our failure to successfully manage, design, implement and maintain all of our systems could have a material adverse effect on our business, financial condition and results of operations.
Further, like most companies, despite our current security measures, our information technology systems, and those of our third-party service providers, may be vulnerable to information security breaches, acts of vandalism, computer viruses and interruption or loss of personal information and other valuable business data. Stored data might be improperly accessed due to a variety of events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues. Although we rely on a variety of security measures, software, tools and monitoring to provide security for our processing, transmission, and storage of personal information and other confidential information, we cannot assure that we, or our respective third-party service providers will not experience any future security breaches, cyber-attacks or unauthorized disclosures, particularly given the continuously evolving nature of tools and methods used by hackers and cyber criminals.
Hackers and data thieves are increasingly sophisticated and operate large-scale and complex automated attacks, which may remain undetected until after they occur. Attacks upon information systems are being conducted by organized groups and individuals with a wide range of motives and expertise. As a result of the COVID-19 pandemic (as defined below), we may also face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are still working remotely, which may create additional opportunities for cybercriminals to exploit vulnerabilities. Any material misappropriation, loss or other unauthorized disclosure of confidential or personal information, or disruption in performance or availability of our websites or information technology systems as a result of a security breach or cyber-attack could materially adversely affect our business
 
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and operations, including damaging our reputations and our relationships with customers, exposing us to risks of litigation and liability, all of which could have a material adverse effect on our operations. Despite the existing security procedures and controls that we have implemented, if our networks were compromised, it could give rise to unwanted media attention, materially damage our customer relationships, harm our business, reputation, results of operations, cash flows and financial condition, result in fines or litigation, and may increase the costs we incur to protect against such information security breaches, such as increased investment in technology, the costs of compliance with consumer protection laws and costs resulting from consumer fraud.
The costs of mitigating cybersecurity risks are significant and are likely to increase in the future. These costs include, but are not limited to, retaining the services of cybersecurity providers; compliance costs arising out of existing and future cybersecurity, data protection and privacy laws and regulations; and costs related to maintaining redundant networks, data backups and other damage-mitigation measures. While we maintain cyber liability insurance that may cover certain cybersecurity risks, our insurance is subject to certain exclusions and exceptions, and may not be sufficient to protect against all losses we may incur if we suffer significant or multiple attacks.
Any failure to adequately protect our intellectual property or defend successfully against intellectual property infringement claims by third parties could significantly impact our business.
Our ability to compete effectively depends in part upon our intellectual property rights, including but not limited to our trademarks. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property rights may not provide us with adequate protection against third-party infringement or other violations of our intellectual property. We have not entered into confidentiality or invention assignment agreements with each party that may have developed or had access to our trade secrets, proprietary information or other intellectual property. Third parties may oppose our trademark or other intellectual property applications, otherwise seek to challenge the validity or enforceability of, or infringe upon, our intellectual property rights. Litigation may be necessary to enforce our intellectual property rights, or to defend against claims by third parties challenging our intellectual property rights or asserting that the conduct of our businesses infringes upon third-party intellectual property rights. We cannot guarantee that we will have the resources to enforce our intellectual property rights, or that our efforts to enforce our intellectual property will be successful. Furthermore, any intellectual property litigation or claims brought against us, whether or not meritorious, could result in substantial costs and diversion of our resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. If a third party successfully opposes or challenges our trademarks or successfully claims that we infringe, misappropriate, dilute or otherwise violate their intellectual property rights, we may be subject to liability, required to enter into costly license agreements, required to rebrand or be prevented from providing some of our services. Our business, financial condition or results of operations could be materially adversely affected as a result.
Risks Relating to Our Industry and the Economy
Financial pressures on customers, and current and future economic conditions, may negatively affect consumer demand for our services, which may negatively affect revenue and profitability.
The COVID-19 pandemic has had a significant impact on the U.S. economy and the domestic unemployment rate. Even as the U.S. economy shows signs of recovery, many individuals throughout the country continue to experience difficult financial conditions. We may be materially adversely affected by customers’ unwillingness to pay for cosmetic procedures such as laser hair removal. Laser hair removal is classified as a cosmetic procedure and, therefore, medical insurance typically does not cover the services that we provide. As a result, even customers with medical insurance are financially responsible for their laser hair removal expenditures. The uncertain economic climate and potential increases of unemployment may cause consumer spending patterns to change. We anticipate that high levels of unemployment may materially adversely affect our business, although we are unable to predict the likely duration or severity of those conditions or the magnitude of effect on our business, financial condition or results of operations.
 
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The ongoing COVID-19 pandemic has had a material impact on our business and could continue to impact our business.
In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to almost every country in the world, and efforts to contain the spread of COVID-19 have intensified. If COVID-19, in particular recent variants, continues to spread, or if vaccination and other efforts to help contain it are ineffective, we may need to again limit operations in certain states or localities. We are reliant upon the ongoing operations of our clinics to generate revenue and cash flow for our business, and a number of our clinics have been, and may in the future be, unable to operate all or a portion of their retail sales points.
COVID-19 can be transmitted through human contact and airborne delivery, and the risk of contracting COVID-19 continues to cause individuals, including the employees or customers of our clinics, to avoid gathering in public places, which has had, and could further have, adverse effects on the traffic or staffing at our clinics. Our clinics have been adversely affected when government authorities have imposed restrictions on public gatherings, human interactions and retail operations, and sought to mandate or have mandated closures, restricted hours of operations and imposed curfews. Even if such measures are relaxed or not implemented in the future and a virus or other infectious disease does not spread significantly within a given area, the perceived risk of infection or health risk in such area may adversely affect our business, liquidity, financial condition and results of operations. Additionally, different jurisdictions have experienced varying levels of initial outbreaks or resurgences in outbreaks at different times, and corresponding differences in government responses may make it difficult for us to plan or forecast an appropriate response to the evolving COVID-19 pandemic.
Our operations may be disrupted when employees are suspected of having COVID-19 (or other illnesses), or are suspected to have been exposed to someone who has tested positive for COVID-19. Such instances may require us to quarantine some or all of such employees, and/or close and disinfect any impacted stores. If a significant percentage of our or our clinics’ workforce is unable to work, including due to illness (or suspected COVID-19 exposure) or travel or government restrictions, including mandatory quarantines, in connection with pandemics or disease outbreaks, our operations may be negatively impacted, potentially adversely affecting our business, financial condition or results of operations.
In addition, our clinics’ revenues and results of operations may continue to be affected by uncertain or changing economic and market conditions arising in connection with and in response to the COVID-19 pandemic, including prolonged periods of high unemployment, inflation, deflation, prolonged weak customer demand, a decrease in customer discretionary spending, political instability, extended periods of corporate employees working from home or other changes. The significance of the operational and financial impact to us will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of variants of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.
The ability of local and national authorities in containing COVID-19 and limiting the spread of infections will impact our business operations. The United States may fail to fully contain COVID-19 or suffer a resurgence in COVID-19, including the rapidly spreading Delta variant, which could have a material adverse effect on our business, financial condition and results of operations. While some state and local governments in the United States have started to remove or ease restrictions on certain businesses, there is no guarantee on when other jurisdictions will change their current policies. Moreover, jurisdictions that have reduced restrictions may reintroduce restrictions, as some have in those areas where there have been increased cases of COVID-19, including as a result of the rapidly spreading Delta variant.
To the extent the COVID-19 pandemic continues to adversely affect our business and financial results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those relating to our indebtedness and need to raise additional capital to finance strategic acquisitions.
 
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Our business is subject to seasonal influences.
Our results are subject to seasonal fluctuations due to timing of marketing promotions, seasonal changes in attire among our potential customers, and holidays that may reduce our opportunity to consult with potential customers about our services. The resulting demand trend yields the lowest net bookings in the first quarter of our fiscal year. In addition, our quarterly results may fluctuate significantly because of several factors, including the timing of clinic openings, price increases and promotions, and general economic conditions. As a result of the fluctuations caused by these factors, our results of operations for any quarter are not necessarily indicative of results of operations for any future period or full year.
Because we recognize certain revenues over the term of the service provided, downturns or upturns in our business may not be fully reflected in our results of operations until future periods.
We generally recognize revenues from fees for our services ratably over the length of our customer treatments as well as in relation to our guarantee. Fees from our service are recognized over these two timeframes on a ratable basis. Amounts that have been paid are recorded in deferred revenues or revenues, depending on whether the revenue recognition criteria have been met. As such, a portion of our revenues we report each quarter are derived from the recognition of deferred revenues relating to fees paid in previous quarters. Consequently, a reduction in customer payments in any single quarter may only have a small impact on our revenues for that quarter. However, such a decline will negatively affect our revenues in future quarters. Accordingly, the effect of significant downturns in sales or market acceptance of our services may not be fully reflected in our results of operations until future periods.
Because many of our clinics are concentrated in certain regions of the United States, our results of operations could be materially adversely affected by regional events or trends.
Many of our existing clinics are concentrated in the mid-west and north-east of the United States, as well as Texas. The concentration in these particular regions could affect our operating results. For example, our results of operations may be adversely affected by economic conditions in such regions which may differ from other regions. Additionally, extreme weather or natural disasters that affect particular regions could have an exaggerated effect on our results of operations due to such concentration.
Risks Related to Payments and Financing
Difficulty in collecting payments from customers in a timely manner could impact our profitability.
Because laser hair removal is generally classified as a cosmetic procedure, customers predominantly pay for the laser hair removal services they receive out-of-pocket and are not eligible to defray the costs of those services through their medical insurance providers. As part of our business model, we offer customers the option of paying for our services through financing arrangements. As a result of certain of these financing arrangements, we may assume the financial risks relating to uncollectible and delayed payments.
Significant reductions in payments or collectability of payments for laser hair removal services may have a material adverse effect on our profitability.
Our revenue could decline due to changes in credit markets and decisions made by credit providers, a deterioration in consumers’ financial position and changes to the regulatory requirements regarding the granting of credit to customers.
Historically, a majority of our customers have financed their purchase of our services through third-party credit providers with whom we have existing relationships. If we are unable to maintain our relationships with our financing partners, there is no guarantee that we will be able to find replacement partners who will provide our customers with financing on similar terms, if any, and our ability to sell our services may be materially adversely affected. Further, reductions in consumer lending and the availability of consumer credit could limit the number of customers with the financial means to purchase
 
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our products. Higher interest rates could increase our costs or the monthly payments for our services financed through other sources of consumer financing. In the future, we cannot be assured that third-party financing providers will continue to provide consumers with access to credit or that available credit limits will not be reduced. Such restrictions or reductions in the availability of consumer credit, or the loss of our relationship with our current financing partners, could have a material adverse effect on our business, financial condition and results of operations.
We also offer financing to customers directly, which exposes us to credit risk, including the risk of losses and additional regulatory oversight. We typically self-finance customers that do not obtain financing from our third-party financing partners. As a result, this exposes us to the risks associated with lower credit profiles. Accordingly, such borrowers have historically been, and may in the future become, more likely to be affected, or more severely affected, by adverse macroeconomic conditions. The extension of consumer credit is inherently risky, including risks that the loan will not be repaid in a timely manner or at all. Our credit approval practices may not adequately manage credit risk. A failure to measure and limit the credit risk associated with our self-financing effectively could lead to unexpected losses and have a material adverse effect on our business, financial condition and results of operations. Additionally, such financing is provided to customers without recourse to any collateral. As a result, we will experience losses with respect to any payments we cannot collect from customers. Finally, any new regulatory initiatives or investigations by the CFPB or other state authority could impose additional costs and/or restrictions on credit practices, which could have an adverse effect on our financing activities.
Our 2021 Credit Facility contains financial covenants and other restrictions on our actions that may limit our operational flexibility or otherwise adversely affect our business, financial condition and results of operations.
The terms of our 2021 Credit Facility include a number of covenants that limit our ability to (subject to negotiated exceptions), among other things, incur additional indebtedness or issue preferred stock, incur liens on assets, enter into agreements related to mergers and acquisitions, guarantee other indebtedness, dispose of assets or pay dividends and make distributions. The terms of our Credit Facility also require us to maintain a net leverage ratio that is at or below the one specified in the agreement governing the facility. The terms of our Credit Facility may restrict our current and future operations and could adversely affect our ability to finance our future operations or capital needs. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.
A failure by us to comply with the covenants specified in the Credit Facility could result in an event of default under the agreement, which would give the lenders the right to terminate their commitments to provide additional loans under our Credit Facility and to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. If the debt under the Credit Facility were to be accelerated, we may not have sufficient cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could materially adversely affect our business, financial condition and results of operations.
Because we have variable rate debt, fluctuations in interest rates may affect our business, financial condition and results of operations.
LIBOR and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.
Because our 2021 Credit Facility bears interest at variable interest rates, based on the London Interbank Offered Rate (“LIBOR”) and certain other benchmarks, fluctuations in interest rates could have a material effect on our business. As a result, we may incur higher interest costs if interest rates increase. These higher interest costs could have a material adverse impact on our financial condition and the levels of cash we maintain for working capital.
In addition, LIBOR and certain other interest “benchmarks” may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform
 
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differently than in the past or cause other unanticipated consequences. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced that it intends to stop encouraging or requiring banks to submit LIBOR rates after 2021, and it is unclear if LIBOR will cease to exist or if new methods of calculating LIBOR will evolve. However, the ICE Benchmark Administration, in its capacity as administrator of LIBOR, has published a consultation regarding its intention to continue publication of certain LIBOR tenors by 18 months to June 2023.
Notwithstanding this possible extension, a joint statement by key regulatory authorities called on banks to cease entering into new contracts that use LIBOR as a reference rate by no later than December 31, 2021, and it is impossible to predict whether LIBOR rates will continue to be published or supported after the end of 2021. If LIBOR ceases to exist or if the methods of calculating LIBOR change from their current form, interest rates on our current or future debt obligations may be adversely affected.
If a published U.S. dollar LIBOR rate is unavailable, we may be required to substitute an alternative reference rate, such as a different benchmark interest rate or the Secured Overnight Financing Rate (“SOFR”), in lieu of LIBOR under our 2021 Credit Facility. The Alternative Reference Rates Committee has proposed SOFR as its recommended alternative to LIBOR, and the Federal Reserve Bank of New York began publishing SOFR rates in April 2018. SOFR is intended to be a broad measure of the cost of borrowing cash overnight that is collateralized by U.S. Treasury securities. However, because SOFR is a broad U.S. Treasury repo financing rate that represents overnight secured funding transactions, it differs fundamentally from LIBOR. For example, SOFR is a secured overnight rate, while LIBOR is an unsecured rate that represents interbank funding over different maturities. In addition, because SOFR is a transaction-based rate, it is backward-looking, whereas LIBOR is forward-looking. Because of these and other differences, there is no assurance that SOFR will perform in the same way as LIBOR would have performed at any time, and there is no guarantee that it is a comparable substitute for LIBOR. SOFR may fail to gain market acceptance. Our 2021 Credit Facility provides that, under certain circumstances, our benchmark interest rate will automatically shift to be calculated based on SOFR. A change from LIBOR to any of the proposed alternative reference rates could result in interest obligations that are more than or that do not otherwise correlate over time with the payments that would have been made on this debt if U.S. dollar LIBOR were available in its current form. Any of these proposals or consequences could have a material adverse effect on our financing costs. Moreover, the phaseout of LIBOR may adversely affect our assessment of effectiveness or measurement of ineffectiveness for accounting purposes of any future interest rate hedging agreements indexed to LIBOR.
Risks Related to Regulation and Litigation
We are subject to numerous state, federal and local laws and regulations, and non-compliance with these laws and regulations may expose us to significant costs or liabilities.
We are subject to numerous state, federal and local laws and regulations relating to, among other matters, licensure and registration of our clinics as well as physicians, laser technicians and other individuals we employ or contract with to provide laser services and use of regulated products such as our laser equipment. In particular, state law may require the licensure and registration of our clinics and laser equipment. In addition, these laws may require laser technicians and other healthcare professionals to maintain licensure, registration, certification or accreditation in order to perform laser hair removal services. Certain of these laws also restrict the scope of services that laser technicians and other individuals can provide or may require supervision from a physician to provide laser hair removal services. These state, federal and local laws and regulations are complex, are subject to change and have tended to become more stringent over time. These laws vary from state to state. The failure to comply with licensure laws could result in professional discipline for our healthcare providers and laser technicians, civil or criminal penalties, including fines, or could require us to restructure our PCs’ operations, any of which could adversely affect our business, financial condition and results of operations. Our ability to operate profitably will depend, in part, on our PCs and our ability to obtain and maintain any necessary licenses and other approvals and operate in compliance with applicable state, federal and local laws and regulations. A determination by any regulator or regulatory authority that we are in violation of applicable laws and regulations have a material adverse effect on us, particularly if
 
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we are unable to restructure our operations and arrangements to comply with such the requirements, if we are required to restructure our operations and arrangements at a significant cost, or if we are subject to penalties or other adverse action. Violations of applicable laws or regulations by us, or allegations that we have violated applicable laws or regulations, may also adversely affect our brand and public perception about our business. We cannot predict the impact on our business of new or amended laws or regulations or any changes in the way existing and future laws and regulations are interpreted or enforced, nor can we ensure we will be able to obtain or maintain any required licenses or permits.
Although none of our services are currently covered by any state or federal government healthcare program or other third-party payor, applicable agencies and regulators may interpret that we are nonetheless subject to various federal and state laws intended to prevent healthcare fraud and abuse. See “Risk Factors — We may be subject to various federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims and fraud laws, and any violations by us of such laws could result in fines or other penalties.” Our marketing activities are also regulated under federal, state and local laws. See "Risk Factors — Changes in privacy and advertising laws could materially adversely affect our ability to market our services and products effectively, as well as our business, financial condition and results of operations more generally” and “Risk Factors — Our marketing programs may not be successful.” From time to time, legislation is drafted and introduced in the U.S. Congress or state legislative bodies to revise the process for regulatory approval, manufacture and marketing of regulated products, such as our laser equipment. In addition, regulations and guidance are often revised or reinterpreted by regulators in ways that may significantly affect our business and our products. It is impossible to predict whether legislative changes will be enacted or if regulations, guidance or interpretations will change, and what the impact of such changes, if any, may be.
Currently, in many of our centers, our laser equipment is permitted to be operated by non-physician practitioners or other personnel pursuant to certain physician supervision and oversight requirements depending on state law. U.S. and state regulations could change at any time, limiting the ability of non-physicians to our laser equipment. We cannot predict the impact or effect of changes in U.S. or state laws or regulations on our business.
We may be subject to various federal and state laws pertaining to healthcare fraud and abuse, including anti-kickback, self-referral, false claims and fraud laws, and any violations by us of such laws could result in fines or other penalties.
Although none of our services are currently covered by any state or federal government healthcare program or other third-party payor, applicable agencies and regulators may interpret that we are nonetheless subject to various federal and state laws intended to prevent healthcare fraud and abuse, including, but not limited, to the following:

the federal Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, to induce either the referral of an individual for an item or service or the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs. Remuneration has been broadly defined to include anything of value, including cash, improper discounts and free or reduced price items and services;

the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government, and which may apply to entities that provide coding and billing advice to customers. The federal False Claims Act has been used to prosecute persons submitting claims for payment that are inaccurate or fraudulent, that are for services not provided as claimed or for services that are not medically necessary. The federal False Claims Act includes a whistleblower provision that allows individuals to bring actions on behalf of the federal government and share a portion of the recovery of successful claims;

similar state anti-kickback and false claims laws, some of which apply to items or services reimbursed by any third party payor, including commercial insurers or services paid out-of-pocket
 
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by consumers that govern our interactions with consumers or restrict payments, including commission-based compensation, that can be made to healthcare providers and other potential referral sources;

HIPAA also created federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

the Federal Trade Commission Act and federal and state consumer protection, advertisement and unfair competition laws, which broadly regulate marketplace activities and activities that could potentially harm consumers;

state CPOM laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions or engaging in some practices such as splitting fees with physicians;

federal and state laws that regulate debt collection practices as applied to our debt collection practices; and

state laws that require laser clinics and laser technicians and other healthcare professionals to maintain licensure, registration, certification or accreditation, limit the scope of services that they can perform, and require physician supervision to provide laser hair removal services.
Because of the breadth of these laws and the need to fit certain activities within one of the statutory exceptions and safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions are sometimes open to a variety of interpretations. Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with regulatory requirements could create liability for us and materially adversely affect our business, financial condition and results of operations. Any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business and result in adverse publicity.
Changes in privacy and advertising laws could materially adversely affect our ability to market our services and products effectively, as well as our business, financial condition and results of operations more generally.
Our ability to market our services effectively is an important component of our business. We rely on a variety of direct marketing techniques, including telemarketing, email marketing, text messages and direct mail. Any further restrictions under laws such as the Telemarketing Sales Rule, the Telephone Consumer Protection Act of 1991 (the “TCPA”), the CAN-SPAM Act of 2003, rules and regulations by the Federal Trade Commission (the “FTC”), such as the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, rules and regulations by the State Medical Boards, regarding advertising and marketing and various U.S. state laws or federal laws regarding marketing and solicitation (including by physicians), or international data protection laws that govern these activities, could materially adversely affect the continuing effectiveness of telemarketing, email and direct mailing techniques and could force further changes in our marketing strategy. If this were to occur, we may be unable to develop adequate alternative marketing strategies, which could impact our ability to effectively market and sell our services. Additionally, if claims made in our marketing campaigns subject us to litigation alleging false advertising or false promises, which is common in our industry, such litigation could damage our brand or cause us to alter our marketing plans in ways that may materially and adversely affect sales, or result in the imposition of significant damages against us.
Complying with emerging and changing requirements has caused, and may cause, us to incur substantial costs or require us to change our business practices. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could materially adversely impact our business, financial condition and results of operations or subject us to fines or other penalties.
 
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We are subject to laws, regulations, and industry standards related to data privacy, data protection and information security, including industry requirements such as the Payment Card Industry Data Security Standard and state laws on health information. Our actual or perceived failure to comply with such obligations could harm our business, financial condition or results of operations, including by causing damage to our reputation with patients or resulting in our incurring substantial additional costs or being subject to litigation.
We and certain of our respective third-party service providers collect, obtain and transmit confidential and personal information, including credit card information, about customers and other third parties (including our employees) in the course of conducting our respective businesses, particularly e-Commerce, through our respective websites and information technology systems. In the United States, various laws and regulations apply to the collection, use, disclosure and security of certain types of data. For instance, HIPAA implemented the use of standard transaction code sets and standard identifiers that covered entities such as health plans, healthcare clearinghouses, and certain healthcare providers, and their business associates and subcontractors, must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims. At this time, although we provide customers with a Notice of Privacy Practices indicating that we comply with HIPAA requirements and provide HIPAA training to our employees, we are not transmitting health information electronically in connection with HIPAA standard transactions or complying with HIPAA’s requirements and are not a HIPAA covered entity, and we do not operate as a business associate to any covered entities. Therefore, HIPAA’s privacy, security, and breach notification requirements do not apply to us other than potentially with respect to providing certain employee benefits. However, we could become subject to criminal penalties if we knowingly obtain individually identifiable health information from a covered entity in a manner that is not authorized or permitted by HIPAA or for aiding or abetting any violation of HIPAA. We are unable to predict whether our actions could be subject to prosecution in the event of an impermissible disclosure of health information to us. Additionally, certain states have also adopted privacy, security, and breach notification laws and regulations with respect to health information, medical records, and patient data, some of which may be more stringent than HIPAA, and some of which may apply to our business. Such laws and regulations will be subject to interpretation by various courts and other governmental authorities, thus creating potentially complex compliance issues for us and our future customers and strategic partners. Compliance with such requirements could require expending significant resources or such requirements may not be compatible with our current processes. Changing our current processes could be time consuming and expensive, and failure to implement required changes could subject us to significant liability for noncompliance. If we do not comply with applicable existing regulations regarding health information, medical records or patient data, we may be subject to litigation and proceedings against us by governmental entities, customers, or others, fines, criminal or civil penalties or other sanctions, reduced demand for our services, and negative publicity and harm to our brand and reputation. In addition, our failure to adequately train or monitor our workforce with respect to the requirements of the applicable state privacy, security, and breach notification laws and regulations, institute policies and procedures, and implement adequate security practices has exposed, and may in the future expose, us to risks, including risks resulting from inadvertent disclosures of unintentional acquisitions of health information, medical records or patient data that is protected by state laws.
Recently California passed sweeping privacy reforms with the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020, and gives California residents expanded privacy rights and protections, and provides for civil penalties for violations and a private right of action for data breaches. Other states, such as Virginia, have also adopted, or are considering adopting similar data privacy laws and the implementation of similar legislation in other states where we have operations could impact our compliance and operations.
Further, certain laws may require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information or other unauthorized or inadvertent access to or disclosure of such information. We may need to notify governmental authorities and affected individuals with respect to such incidents. For example, laws in all 50 U.S. states may require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. These laws are not consistent, and compliance in the event of a widespread data breach may be
 
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difficult and costly. We also may be contractually required to notify consumers or other counterparties of a security breach. Regardless of our contractual protections, any actual or perceived security breach or breach of our contractual obligations could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach.
In addition, we and our respective third-party payment processing providers are subject to the Payment Card Industry Data Security Standard (“PCI DSS”), which contains compliance guidelines and standards with regard to security surrounding the physical administrative and technical storage, processing and transmission of individual cardholder data. Failure to be PCI DSS compliant or to meet other payment card standards may result in the imposition of financial penalties or the allocation by the card brands of the costs of fraudulent charges to us.
We also make public statements about our use and disclosure of personal information through our privacy policies that are posted on our websites. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of our actual practices. For example, the FTC and many state Attorneys General continue to enforce federal and state consumer protection laws against companies for online data collection, use, dissemination and security practices that appear to be unfair or deceptive. For example, according to the FTC, failing to take appropriate steps to keep consumers’ personal information secure can constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. There are a number of legislative proposals in the United States, at both the federal and state level, and more globally, that could impose new obligations in areas such as e-commerce and other related legislation or liability for copyright infringement by third parties. We cannot yet determine the impact that these future laws, regulations and standards may have on our business.
In addition to government regulation, privacy advocates and industry groups have proposed, and may propose in the future, self-regulatory standards. These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards. If we fail to comply with these contractual obligations or standards, we may face substantial liability or fines. We expect that there will continue to be new proposed laws and regulations concerning data privacy and security in the United States and other jurisdictions in which we operate. We cannot yet determine the impact such future laws, regulations and standards may have on our business or operations.
Any failure or perceived failure by us or any other third parties with whom we do business to comply with these laws, rules, regulations and standards, or with other obligations to which we or they may be or may become subject, may result in actions against us or them by governmental entities, private claims and litigations, fines, penalties or other liabilities, or result in orders or consent decrees forcing us or them to modify our or their business practices. As a result, we may incur significant costs to comply with laws regarding the protection and unauthorized disclosure of personal information, which could also negatively impact our operations, resulting in a material adverse effect on our business, financial condition and results of operations. Any such action could be expensive to defend, damage our reputation and materially adversely affect our business, results of operations, and financial condition.
We are dependent on our relationships with our PCs, which we do not own, to provide laser hair removal services, and our business would be adversely affected if those relationships were disrupted. Additionally, laws regulating the corporate practice of medicine, kickbacks, and fee-splitting could restrict the manner in which we are permitted to conduct our business, and the failure to comply with such laws could subject us to penalties or require a restructuring of our business.
Our contractual relationships with our PCs may implicate certain state laws that generally prohibit non-professional entities, such as us, from practicing medicine, employing physicians to practice medicine, providing licensed medical services, including laser hair removal services and exercising
 
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control over medical decisions by licensed physicians or other healthcare professionals (such activities are generally referred to as the “corporate practice of medicine,” or CPOM) or engaging in certain arrangements and practices such as fee-splitting with such licensed professionals and payment of commissions. In some states, these prohibitions are expressly stated in a statute or regulation, while in other states, the prohibition is a matter of judicial or regulatory interpretation. Other states in which we may operate in the future also generally prohibit the CPOM. The laws and regulations in these areas are complex, changing and often subject to varying interpretations. The specific requirements, interpretation and enforcement of these laws vary significantly from state to state and is often sparse and not fully developed, complicating our compliance efforts. These laws are also subject to change and to evolving interpretations and are enforced by state courts and regulatory authorities, which have broad discretion. As of June 30, 2021, we have 89 clinics operated pursuant to PC arrangements. For the years ended December 31, 2020, 2019 and 2018, and the six months ended June 30, 2021, revenue from our clinics operated pursuant to PC arrangements accounted for approximately 74%, 76%, 58% and 73% of our revenues, respectively.
There can be no assurance that these laws will be interpreted in a manner consistent with our practices or that other laws or regulations will not be enacted in the future that could have a material and adverse effect on our business, financial condition and results of operations. Although we believe we have structured our arrangements to comply with our understanding of applicable state prohibitions on CPOM, fee-splitting, and kickbacks, regulatory authorities, state boards of medicine, state attorneys general and other parties may challenge, assert or determine that our relationships with our PCs violate state CPOM, fee-splitting, and kickback prohibitions. If any of these events occur, we could be subject to adverse judicial and administrative proceedings, civil fines and penalties, certain relationships with our PCs could be voided and declared unenforceable, and, in more extreme cases, we could be subject to criminal liability for engaging in medical practice without a license, our agreements with physicians could be found legally invalid and unenforceable (in whole or in part) and/or we could be required to restructure our relationships with respect to physicians and business operations. Penalties for violations of state CPOM, fee-splitting, and kickback laws vary by state and may result in physicians being subject to disciplinary action, as well as forfeiture of revenues from payors for services rendered. A determination that our arrangements and business operations violate state laws and regulations or our inability to successfully restructure our relationships and business operations to comply with these laws could have a material adverse effect on our business, financial condition, reputation and results of operations. State CPOM, fee-splitting, and kickback prohibitions also often impose penalties on healthcare professionals for aiding in the improper rendering of professional services, which could discourage physicians and other healthcare professionals from providing medical director and clinical services at the clinics we manage.
Due to the prevalence of the corporate practice of medicine doctrine, including in the states where we predominantly conduct our business, we provide administrative and management services to our PCs pursuant to which those entities reserve exclusive control and responsibility for all aspects of the practice of medicine and the delivery of medical services under our arrangements. We do not own our PCs. Our PCs are owned by our Chief Medical Officer. We in turn contract with these entities through management services agreements for the provision of health care services and the receipt of fees. For further discussion of this structure, see “Business — Our Provider Arrangements” and “Certain Relationships and Related Party Transactions — Directed Stock Transfer Agreements.” While we expect that these relationships will continue, we cannot guarantee that they will. A material change in our relationship with our PCs and their providers, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our consumers and could have a material adverse effect on our business, financial condition and results of operations.
In addition, the arrangement in which we have entered to comply with state corporate practice of medicine doctrines could subject us to additional scrutiny by federal and state regulatory bodies regarding federal and state fraud and abuse laws. Any scrutiny, investigation or litigation with regard to our arrangements with our PCs could have a material adverse effect on our business, financial condition and results of operations, particularly if we are unable to restructure our operations and arrangements
 
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to comply with applicable laws or we are required to restructure at a significant cost, or if we were subject to penalties or other adverse action.
We, along with our PCs, may suffer losses or reputational harm from medical malpractice liability claims against our PCs’ doctors, our PCs or us and may be unable to obtain or maintain adequate insurance against these claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.
Our business entails the risk of medical liability claims. Our PCs provide laser hair removal services, which are medical services, to the public and are exposed to the risk of medical malpractice lawsuits and other claims. Physicians and others may misuse the lasers used in our hair removal procedures, fail to follow operating guidelines or use improper techniques if they are not adequately trained in a particular use or the lasers may fail to function properly, potentially leading to pain or injury, including burns, blisters, skin and tissue damage, hyperpigmentation, inflammation, swelling, and scarring, and an increased risk of liability. Some of these lawsuits may involve large claims and significant defense costs. It is possible that these claims could also be asserted against us. Any suits against us, our PCs or our PCs’ doctors, if successful, could result in substantial damage awards to the claimants that may exceed the limits of any applicable insurance coverage. Although we do not control the practice of medicine by the supported offices, it could be asserted that we should be held liable for the negligence of a doctor, technician or other clinical staff member employed by a PC.
In addition, we and our PCs could incur reputational harm or negative publicity in relation to a material malpractice or care-related event involving a doctor employed by a PC. Malpractice lawsuits and claims can also lead to increased scrutiny by state regulators. Although we and our PCs carry insurance covering medical malpractice claims in amounts that we believe are appropriate in light of the risks attendant to our business, successful medical liability claims could result in substantial damage awards that exceed the limits of our and our PCs’ insurance coverage. Each of our PCs carries professional liability insurance for itself and each of its healthcare professionals, and we separately carry a professional liability insurance policy, which covers medical malpractice claims. In addition, professional liability insurance is expensive and insurance premiums may increase significantly in the future, particularly as we expand our services. As a result, adequate professional liability insurance may not be available to our PCs and their professionals or to us in the future at acceptable costs or at all.
Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our PCs from our operations, which could have a material adverse effect on our business, financial condition and results of operations. In addition, any claims may adversely affect our business or reputation.
We could be party to litigation that could adversely affect us by distracting management, increasing our expenses or subjecting us to material monetary damages and other remedies.
In addition to malpractice claims, we are, or may in the future be, also subject to a variety of other claims arising in the ordinary course of our business, which include, but are not limited to, claims relating to adverse side effects and reactions resulting from laser hair removal, improper administration of laser hair removal services, personal injury claims, contract claims and claims alleging violations of federal and state law regarding workplace and employment matters, equal opportunity, harassment, discrimination and similar matters, and we could become subject to class action or other lawsuits related to these or different matters in the future. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment in excess of our insurance coverage for any claims could materially and adversely affect our business, financial condition and results of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation or prospects, which in turn could materially adversely affect our business, financial condition and results of operations.
 
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We are subject to the risk that our current insurance may not provide adequate levels of coverage against claims.
Our current insurance policies may not be adequate to protect us from liabilities that we incur in our business. Additionally, in the future, our insurance premiums may increase, and we may not be able to obtain similar levels of insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain insurance coverage could materially adversely affect our business, financial condition and results of operations.
Furthermore, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business, financial condition and results of operations. Failure to obtain and maintain adequate directors’ and officers’ insurance would likely adversely affect our ability to attract and retain qualified officers and directors.
Risks Related to Our Company and Our Organizational Structure
Milan Laser Inc.’s sole material asset after the completion of this offering will be its direct interest in Milan Parent, LLC and, accordingly, Milan Laser Inc. will depend on distributions from Milan Parent, LLC to pay its taxes and expenses, including payments under the Tax Receivable Agreement. Milan Parent, LLC’s ability to make such distributions may be subject to various limitations and restrictions.
Upon the consummation of this offering, Milan Laser Inc. will be a holding company and will have no material assets other than its direct ownership of LLC Interests of Milan Parent, LLC. As such, Milan Laser Inc. will have no independent means of generating revenue or cash flow, and its ability to pay its taxes, satisfy its obligations under the Tax Receivable Agreement, and pay operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of Milan Parent, LLC and its subsidiaries, and distributions Milan Laser Inc. receives from Milan Parent, LLC. There can be no assurance that Milan Parent, LLC and its subsidiaries will generate sufficient cash flow to distribute funds to Milan Laser Inc. or that applicable state law and contractual restrictions, including negative covenants in debt agreements of Milan Parent, LLC or its subsidiaries, will permit such distributions.
Milan Parent, LLC is expected to continue to be treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such, in general, will not be subject to any entity-level U.S. federal, state or local income tax. Instead, taxable income will be allocated to holders of LLC Interests, including Milan Laser Inc. Accordingly, Milan Laser Inc. will generally incur income taxes on its allocable share of any taxable income of Milan Parent, LLC. Under the terms of the Milan Parent, LLC Limited Liability Company Agreement, Milan Parent, LLC will be obligated to make tax distributions to holders of LLC Interests, including Milan Laser Inc. In addition to tax expenses, Milan Laser Inc. will also incur expenses related to its operations, including payments under the Tax Receivable Agreement, which we expect will be significant. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.” Milan Laser Inc. intends, as its managing member, to cause Milan Parent, LLC to make cash distributions to the owners of LLC Interests in an amount sufficient to (i) fund all or part of their tax obligations in respect of taxable income allocated to them and (ii) cover Milan Laser Inc.’s obligations under the Tax Receivable Agreement. Milan Parent, LLC will also make non-pro rata payments to Milan Laser Inc. to reimburse it for corporate and other overhead expenses. However, Milan Parent, LLC’s ability to make such distributions may be subject to various limitations and restrictions. Though we do not believe there will be any such restrictions in place at the closing of this Offering, such restrictions could include restrictions on distributions and payments that would either violate any contract or agreement to which Milan Parent, LLC or its subsidiaries is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Milan Parent, LLC or its subsidiaries insolvent. If Milan Laser Inc. does not have sufficient funds to pay tax or other liabilities or to fund Milan Laser Inc.’s operations, Milan Laser Inc. may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that Milan Laser Inc. is unable to make payments
 
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under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement” and “Certain Relationships and Related Party Transactions — Milan Parent, LLC Limited Liability Company Agreement — Agreement in Effect After this Offering.” In addition, if Milan Parent, LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends will also be restricted or impaired. See “— Risks Related to This Offering and Ownership of Our Class A Common Stock” and “Dividend Policy.”
The Tax Receivable Agreement requires Milan Laser Inc. to make cash payments to the TRA Participants in respect of certain tax benefits to which Milan Laser Inc. may become entitled, and we expect that the payments Milan Laser Inc. will be required to make will be significant.
Upon the closing of this offering, Milan Laser Inc. will be a party to the Tax Receivable Agreement with Milan Parent, LLC and the TRA Participants. Under the Tax Receivable Agreement, Milan Laser Inc. will be required to make cash payments to the TRA Participants equal to 85% of the tax benefits, if any, that Milan Laser Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (i) the Basis Adjustments, (ii) Blocker Tax Attributes and (iii) certain other tax benefits related to Milan Laser Inc. making payments under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits Milan Laser Inc. will realize as a result of the Basis Adjustments, Blocker Tax Attributes and certain other tax benefits related to Milan Laser Inc. making payments under the Tax Receivable Agreement; however, we expect that the amount of the cash payments that Milan Laser Inc. will be required to make under the Tax Receivable Agreement will be significant. Milan Laser Inc. will depend on cash distributions from Milan Parent, LLC to make payments under the Tax Receivable Agreement, and Milan Parent, LLC’s ability to make such distributions may be subject to various limitations and restrictions. The term of the Tax Receivable Agreement will commence upon the consummation of this offering and will continue until all tax benefits that are subject to the Tax Receivable Agreement have been utilized or have expired, unless we exercise our right to terminate the Tax Receivable Agreement (or the Tax Receivable Agreement is terminated due to a change in control or our breach of a material obligation thereunder), in which case, Milan Laser Inc. will be required to make termination payments to the TRA Participants as specified in the Tax Receivable Agreement. The termination payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to a per annum rate of LIBOR plus 1%) of all assumed future payments to the TRA Participants, which amounts will be based on certain assumptions. Based on such assumptions, if we were to exercise our termination right, or the Tax Receivable Agreement is terminated due to a change of control occurring, immediately following this offering, the aggregate amount of the termination payments would be approximately $   million. The foregoing number is merely an estimate and the actual payments could differ materially. In addition, payments we make under the Tax Receivable Agreement to the TRA Participants will be increased by any interest accrued from the due date (without extensions) of the corresponding tax return. Any payments made by Milan Laser Inc. to the TRA Participants under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to Milan Laser Inc. Furthermore, Milan Laser Inc.’s future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that are the subject of the Tax Receivable Agreement. For more information, see “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.” Payments under the Tax Receivable Agreement are not conditioned on any TRA Participant’s continued ownership of LLC Interests or our common stock after this offering.
The actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount of Blocker Tax Attributes, the period over which the Blocker Tax Attributes may be used, the timing of redemptions or exchanges by the holders of LLC Interests, the amount of gain recognized by such holders of LLC Interests, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable. There may be a material negative effect on our financial condition and liquidity if, as described below, the payments under the Tax Receivable Agreement exceed the actual benefits Milan Laser Inc. receives in respect
 
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of the tax benefits that are the subject of the Tax Receivable Agreement and/or distributions to Milan Laser Inc. by Milan Parent, LLC are not sufficient to permit Milan Laser Inc. to make payments under the Tax Receivable Agreement.
Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the TRA Participants that will not benefit Class A common stockholders to the same extent as it will benefit the TRA Participants.
Our organizational structure, including the Tax Receivable Agreement, confers certain benefits upon the TRA Participants that will not benefit the holders of our Class A common stock to the same extent as it will benefit the TRA Participants. Milan Laser Inc. will enter into the Tax Receivable Agreement with Milan Parent, LLC and the TRA Participants, and it will provide for the payment by Milan Laser Inc. to the TRA Participants of 85% of the amount of tax benefits, if any, that Milan Laser Inc. actually realizes, or in some circumstances is deemed to realize, as a result of (i) the Basis Adjustments, (ii) Blocker Tax Attributes, and (iii) certain other tax benefits related to Milan Laser Inc. making payments under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.” Although Milan Laser Inc. will retain 15% of the amount of such tax benefits, this and other aspects of our organizational structure may adversely impact the future trading market for the Class A common stock.
In certain cases, payments under the Tax Receivable Agreement to the TRA Participants may be accelerated or significantly exceed the actual benefits Milan Laser Inc. realizes in respect of the tax benefits that are the subject of the Tax Receivable Agreement.
The Tax Receivable Agreement provides that upon certain mergers, asset sales, other forms of business combinations or other changes of control (including (A) Milan Laser Inc. ceasing to be the sole managing member of Milan Parent, LLC, (B) a complete liquidation or dissolution of Milan Laser Inc., (C) a sale by Milan Laser Inc. of all or substantially all of its assets or (D) subject to certain exceptions, a merger or business combination in which the existing stockholders of Milan Laser Inc. transfer more than 50% of the combined voting power of Milan Laser Inc.) or if, at any time, Milan Laser Inc. elects an early termination of the Tax Receivable Agreement, in each case, Milan Laser Inc. will be required to make termination payments to the TRA Participants as specified in the Tax Receivable Agreement. The termination payments required in such circumstances will be calculated by reference to the present value (at a discount rate equal to a per annum rate of LIBOR plus 1%) of all assumed future payments to the TRA Participants, which amounts will be based on certain assumptions. Based on such assumptions, if we were to exercise our termination right, or the Tax Receivable Agreement is terminated due to a change of control occurring, immediately following this offering, the aggregate amount of the termination payments would be approximately $   million. The foregoing number is merely an estimate and the actual payments could differ materially.
As a result of the foregoing, Milan Laser Inc. could be required to make payments under the Tax Receivable Agreement that (i) are greater than the actual benefits Milan Laser Inc. ultimately realizes in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, Milan Laser Inc.’s obligations under the Tax Receivable Agreement could have a substantial negative impact on Milan Laser Inc.’s liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. There can be no assurance that Milan Laser Inc. will be able to fund or finance its obligations under the Tax Receivable Agreement.
Milan Laser Inc. will not be reimbursed for any payments made to the TRA Participants under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, and the Internal Revenue Service (“IRS”) or another taxing authority may challenge all or part of the Basis Adjustments, as well as other related tax positions we take, and a court could sustain such challenge. Although we are not aware of any material issue that would cause the IRS or another
 
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taxing authority to challenge a Basis Adjustment or Milan Laser Inc.’s utilization of Blocker Tax Attributes, Milan Laser Inc. will not be reimbursed for any cash payments previously made to the TRA Participants under the Tax Receivable Agreement in the event that any tax benefits initially claimed by us and for which payment has been made to a TRA Participant are subsequently challenged by the IRS or another taxing authority and are ultimately disallowed. Instead, any excess cash payments made by Milan Laser Inc. to a TRA Participant will be netted against any future cash payments that Milan Laser Inc. might otherwise be required to make to such TRA Participant under the terms of the Tax Receivable Agreement. However, Milan Laser Inc. might not determine that it has effectively made an excess cash payment to a TRA Participant for a number of years following the initial time of such payment and, if any of our tax reporting positions are challenged by the IRS or another taxing authority, Milan Laser Inc. will not be permitted to reduce any future cash payments under the Tax Receivable Agreement until any such challenge is finally settled or determined. If the outcome of any such challenge would reasonably be expected to materially affect a recipient’s payments under the Tax Receivable Agreement, then we will not be permitted to settle or fail to contest such challenge without the consent (not to be unreasonably withheld, conditioned or delayed) of the representatives of LGP and the Co-founders. No assurance can be given that the IRS or another taxing authority will agree with our tax reporting positions, including the allocation of value among our assets. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement that are significantly in excess of the tax savings that Milan Laser Inc. actually realizes in respect of the tax benefits that are the subject of the Tax Receivable Agreement, and Milan Laser Inc. may not be able to recoup those payments, which could adversely affect Milan Laser Inc.’s financial condition and liquidity.
Adverse developments in U.S. tax laws could have a material and adverse effect on our business, financial condition and results of operations. Our effective tax rate could also change materially as a result of various evolving factors, including changes in income tax law or changes in the scope of our operations.
Milan Laser Inc. is subject to income taxation, and Milan Laser Inc., Milan Parent, LLC and the subsidiaries of Milan Parent, LLC are subject to non-income taxation, in each case, at the U.S. federal level and by certain states and municipalities because of the scope of our operations. In determining our tax liability for these jurisdictions, we must monitor changes to the applicable tax laws and related regulations. While our existing operations have been implemented in a manner we believe is in compliance with current prevailing laws, one or more U.S. taxing authorities could seek to impose incremental, retroactive or new taxes on us. In addition, jurisdictions in which we operate are actively considering significant changes to current tax law. For example, on September 15, 2021, the House Ways and Means Committee approved proposals for changes in tax law that could result in an additional federal income taxes being imposed on us. The proposals include significant changes to the taxation of business entities including, among others, a permanent increase in the corporate income tax rate from 21% to 26.5% effective for tax years beginning after December 31, 2021. Further, because payments made pursuant to the Tax Receivable Agreement are made in part by reference to Milan Laser Inc.’s U.S. federal income tax rate, an increase in such rate will generally result in a corresponding increase in the amount of payments under the Tax Receivable Agreement, including if the Tax Receivable Agreement is terminated early and payments thereunder are accelerated. Any adverse developments in tax laws or regulations, including legislative changes (such as the enactment of the House Ways and Means proposals), judicial holdings or administrative interpretations, could have a material and adverse effect on our business, financial condition and results of operations. Finally, changes in the scope of our operations, including expansion to new geographies, could increase the amount of taxes to which we are subject, and could increase our effective tax rate, which could similarly adversely affect our financial condition and results of operations.
In certain circumstances, Milan Parent, LLC will be required to make distributions to Milan Laser Inc. and the Continuing Equity Owners, and the distributions that Milan Parent, LLC will be required to make may be substantial.
Milan Parent, LLC is expected to continue to be treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such, in general will not be subject to U.S. federal, state or local income tax. Instead, taxable income will be allocated to its members, including Milan
 
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Laser Inc. Pursuant to the Milan Parent, LLC Limited Liability Company Agreement, Milan Parent, LLC will make tax distributions to its members, including Milan Laser Inc., which will be pro rata based on the ownership of Class A LLC Interests, calculated using an assumed tax rate, to help each of the members to pay taxes on that member’s allocable share of Milan Parent, LLC’s taxable income. Under applicable tax rules, Milan Parent, LLC is required to allocate taxable income disproportionately to certain of its members in certain circumstances. Because tax distributions will be determined based on the member who is allocated the largest amount of taxable income on a per unit basis and on an assumed tax rate, but will be made pro rata based on ownership of Class A LLC Interests, Milan Parent, LLC will be required to make tax distributions that, in the aggregate, will likely exceed the amount of taxes that it would have paid if it were taxed on its income at the assumed rate.
Funds used by Milan Parent, LLC to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the tax distributions Milan Parent, LLC will be required to make may be substantial, and may significantly exceed (as a percentage of Milan Parent, LLC’s income) the overall effective tax rate applicable to a similarly situated corporate taxpayer. In addition, because these payments will be calculated with reference to an assumed tax rate, and because of the disproportionate allocation of taxable income, these payments likely will significantly exceed the actual tax liability for many of the existing members of Milan Parent, LLC.
As a result of potential differences in the amount of taxable income allocable to us and to Continuing Equity Owners, as well as the use of an assumed tax rate in calculating Milan Parent, LLC’s distribution obligations, Milan Laser Inc. may receive distributions significantly in excess of its tax liabilities and obligations to make payments under the Tax Receivable Agreement. Milan Laser Inc. may choose to manage these excess distributions through a number of different approaches, including through the payment of dividends to its Class A and Class C common stockholders or by applying them to other corporate purposes. To the extent that Milan Laser Inc. holds such excess distributions, the Continuing Equity Owners may benefit from any value attributable to such excess distributions as a result of their ownership of Class C common stock following a redemption or exchange of their LLC Interests for shares of the Class C common stock notwithstanding that such Continuing Equity Owners may previously have participated as holders of LLC Interests in distributions by Milan Parent, LLC that resulted in such excess cash balances at Milan Laser Inc.
Milan Laser Inc. may incur tax and other liabilities attributable to the Blocker Stockholder and the Blocker Company as a result of the Blocker Merger.
The Blocker Stockholder holds its LLC Interests through the Blocker Company. In connection with the Blocker Merger, Milan Laser Inc. will (i) acquire LLC Interests indirectly held by the Blocker Stockholder and (ii) issue the Blocker Stockholder shares of Class C common stock, and the Blocker Stockholder will receive a right to certain payments pursuant to the Tax Receivable Agreement, as well as cash consideration. As the successor to the Blocker Company, Milan Laser Inc. will generally succeed to and be responsible for any outstanding or historical tax or other liabilities of the Blocker Company. As the sole shareholder of the Blocker Company, Milan Laser Inc. will generally be indirectly responsible for approximately $200,000 of federal and state income tax liabilities of the Blocker Company for the 2021 taxable year, and Milan Laser Inc. is not aware of any other liabilities of the Blocker Company. Any such liabilities for which Milan Laser Inc. is indirectly responsible could have an adverse effect on its liquidity and financial condition.
If Milan Laser Inc. was deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), as a result of Milan Laser Inc.’s ownership of Milan Parent, LLC, applicable restrictions could make it impractical for Milan Laser Inc. to continue its business as contemplated and could have a material adverse effect on our business.
Under Sections 3(a)(1)(A) and (C) of the 1940 Act, a company generally will be deemed to be an “investment company” for purposes of the 1940 Act if (i) it is, or holds itself out as being, engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities or (ii) it engages, or proposes to engage, in the business of investing, reinvesting, owning, holding or trading in securities and it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an
 
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unconsolidated basis. We do not believe that Milan Laser Inc. is an “investment company,” as such term is defined in either of those sections of the 1940 Act.
As the sole managing member of Milan Parent, LLC, Milan Laser Inc. will control and operate Milan Parent, LLC. On that basis, we believe that Milan Laser Inc.’s interest in Milan Parent, LLC is not an “investment security” as that term is used in the 1940 Act. However, if Milan Laser Inc. was to cease participation in the management of Milan Parent, LLC, Milan Laser Inc.’s interest in Milan Parent, LLC could be deemed an “investment security” for purposes of the 1940 Act.
Milan Laser Inc. and Milan Parent, LLC intend to conduct their operations so that Milan Laser Inc. will not be deemed an investment company. However, if Milan Laser Inc. was to be deemed an investment company, restrictions imposed by the 1940 Act, including limitations on Milan Laser Inc.’s capital structure and its ability to transact with affiliates, could make it impractical for Milan Laser Inc. to continue its business as contemplated and could have a material adverse effect on our business.
The multi-class structure of our common stock will have the effect of concentrating voting control with LGP and our Co-founders, who will hold in the aggregate    % of the voting power of our capital stock (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock) following the completion of this offering. As a result, we are a “controlled company” within the meaning of New York Stock Exchange listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements, and the interests of LGP and our Co-founders may differ from those of our public stockholders.
Following the closing of this offering, LGP and our Co-founders will hold in the aggregate    % of the voting power of our capital stock (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock ). As a result, LGP and our Co-founders will have the ability, subject to the terms of the Stockholders Agreement, to control our management and affairs. The directors so elected will have the authority, subject to the terms of our indebtedness and applicable rules and regulations, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. We anticipate that LGP and the Co-founders will, for the foreseeable future, have this significant influence over our corporate management and affairs, and will be able to control virtually all matters requiring stockholder approval. Even if LGP no longer singularly controls 50% of the combined voting power of our common stock, because LGP and our Co-founders will hold Class B common stock and Class C common stock with ten votes per share, our LGP and Co-founders will hold significant influence over our corporate management and affairs, and may be able, collectively, to control virtually all matters requiring stockholder approval.
We are considered a “controlled company” for the purposes of the New York Stock Exchange rules. As such, we are exempt from certain corporate governance requirements of the New York Stock Exchange rules, including:

the requirement that a majority of the board of directors consist of independent directors;

the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors; and

the requirement that we have a compensation committee that is composed entirely of independent directors.
Following this offering, in reliance on exemptions available to us as a controlled company, we will not have a majority of independent directors and our compensation and nominating and corporate governance committees will not consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of                 .
It is possible that the interests of LGP and/or our Co-founders, who will exert significant control over us, may in some circumstances conflict with our interests and the interests of our other stockholders, including you. For example, LGP or our Co-founders may have different tax positions from us, especially in light of the Tax Receivable Agreement, that could influence its decisions regarding whether and
 
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when to dispose of assets, whether and when to incur new or refinance existing indebtedness, and whether and when Milan Laser Inc. should terminate the Tax Receivable Agreement and accelerate its obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any future challenges by any taxing authority to our tax reporting positions may take into consideration these tax or other considerations of LGP or our Co-founders, which may differ from the considerations of us or our other stockholders. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”
In addition, LGP is in the business of making or advising on investments in companies and may hold, and may, from time to time, acquire, interests in or provide advice to businesses that directly or indirectly compete with certain portions of our business or the business of our partners. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, neither LGP nor any director who is not employed by us or his or her affiliates will have any duty to refrain from engaging in a corporate opportunity in the same or similar lines of business as us.
LGP, non-employee directors and their affiliates will not be limited in their ability to compete with us, and the corporate opportunity provisions in our amended and restated certificate of incorporation could enable such persons to benefit from corporate opportunities that might otherwise be available to us.
Our amended and restated certificate of incorporation will provide that (i) LGP and any investment funds or entities controlled or advised by LGP and (ii) non-employee directors and their affiliates (each, an “Identified Person”) would not be restricted from owning assets or engaging in businesses that compete directly or indirectly with us. In particular, subject to the limitations of applicable law and our amended and restated certificate of incorporation, an Identified Person may among other things:

engage in a corporate opportunity in the same or similar business activities or lines of business in which we or our affiliates has a reasonable expectancy interest or property right;

purchase, sell or otherwise engage in transactions involving securities or indebtedness of us or our affiliates, provided that such transactions do not violate our insider trading policies; and

otherwise compete with us.
One or more of the Identified Persons may become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunity. Further, such businesses may choose to compete with us for these opportunities, possibly causing these opportunities to not be available to us or causing them to be more expensive for us to pursue. As a result, our renunciation of our interest and expectancy in any business opportunity that may be from time to time presented to an Identified Person, could adversely impact our business or prospects if attractive business opportunities are procured by such parties for their own benefit rather than for ours.
Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could prevent or delay a change in control of our Company, even if such change in control would be beneficial to our stockholders.
Provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect upon completion of this offering, as well as provisions of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of our Company, even if such change in control would be beneficial to our stockholders. These provisions include:

our multi-class structure;

authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors to increase the number of outstanding shares and thwart a takeover attempt;

establishing a classified board of directors so that not all members of our board of directors are elected at one time;

permitting the removal of directors only for cause;
 
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prohibiting the use of cumulative voting for the election of directors;

limiting the ability of stockholders to call special meetings or amend our bylaws;

prohibiting stockholder action by written consent;

requiring the approval of the holders of at least two-thirds of the voting power of all of our outstanding stock, voting together as a single class, to amend or repeal our certificate of incorporation or bylaws; and

establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire. In addition, because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.
In addition, Section 203 of the Delaware General Corporation Law (the “DGCL”), to which we are subject, prohibits us, except under specified circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns at least 15% of our common stock.
We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.
Our amended and restated certificate of incorporation will authorize us to issue one or more series of preferred stock. Our board of directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discourage bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.
We cannot predict the impact our multi-class structure may have on the market price of our Class A common stock.
We cannot predict whether our multi-class structure, combined with the concentrated control of our stockholders who held our capital stock prior to the completion of this offering, including LGP and our Co-founders, will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. In addition, certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indexes. For example, FTSE Russell and Standard & Poor’s have stopped allowing most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Under the policies, our multi-class capital structure would make us ineligible for inclusion in any of these indices. Given the sustained flow of investment funds into passive strategies that seek to track certain indexes, exclusion from stock indexes would likely preclude investment by many of these funds and could make our Class A common stock less attractive to other investors. As a result, the market price of our Class A common stock could be adversely affected.
The disparity in the voting rights among the classes of common stock may have a potential adverse effect on the price of our Class A common stock.
Each share of our Class A common stock will entitle its holder to one vote on all matters on which stockholders of Milan Laser Inc. are entitled to vote generally. Each share of Class B common stock and Class C common stock will entitle its holder to ten votes per share on all matters on which stockholders
 
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of Milan Laser Inc. are entitled to vote generally (for so long as the aggregate number of outstanding shares of our Class B common stock and class C common stock held by our Co-founders or their permitted transferees represents at least 20% of the aggregate number of our outstanding shares of common stock, and thereafter, one vote per share). Immediately following the consummation of this offering, all of our Class B common stock and Class C common stock will be held by the Continuing Equity Owners, respectively, including LGP and the Co-founders and the Blocker Stockholder. The difference in voting rights could adversely affect the value of our Class A common stock by, for example, delaying or deferring a change of control or if investors view, or any potential future purchaser of our company views, the superior voting rights of the Class B and Class C common stock to have value. Because of the ten-to-one voting ratio between our Class B and Class C common stock, on the one hand, and Class A common stock, on the other hand, the holders of our Class B and Class C common stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders until the earliest of (A) the aggregate number of outstanding shares of our Class B common stock and Class C common stock held by our Co-founders or their permitted transferees representing less than 20% of the aggregate number of our outstanding shares of common stock and (B) the affirmative vote of 75% of the outstanding shares of Class B common stock and Class C common stock, voting together, to reduce the voting rights of both of the Class B and Class C common stock to one vote per share (as provided in our amended and restated certificate of incorporation). This concentrated control will limit or preclude the ability of holders of Class A common stock to influence corporate matters for the foreseeable future. For a description of our multi-class structure, see “Description of Capital Stock.”
Our certificate of incorporation and bylaws currently provide, and our restated certificate of incorporation and amended and restated bylaws will provide, for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act of 1933.
Our certificate of incorporation and bylaws currently provide, and our restated certificate of incorporation and amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will provide, that: (i) unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for: (A) any derivative action or proceeding brought on behalf of the company, (B) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former director, officer, other employee, agent or stockholder to the company or our stockholders, including without limitation a claim alleging the aiding and abetting of such a breach of fiduciary duty, (C) any action asserting a claim against the company or any of our current or former director, officer, employee, agent or stockholder arising pursuant to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (D) any action asserting a claim related to or involving the company that is governed by the internal affairs doctrine; (ii) unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder; (iii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the company will be deemed to have notice of and consented to these provisions; and (iv) failure to enforce the foregoing provisions would cause us irreparable harm, and we will be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Nothing in our current certificate of incorporation or bylaws or our restated certificate of incorporation or amended and restated bylaws precludes stockholders that assert claims under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.
We believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly
 
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experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. If a court were to find the choice of forum provision that is contained in our current certificate of incorporation or bylaws or will be contained in our restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, results of operations, and financial condition. For example, 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. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.
The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our current or former director, officer, other employee, agent, or stockholder to the company, which may discourage such claims against us or any of our current or former director, officer, other employee, agent, or stockholder to the company and result in increased costs for investors to bring a claim. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.
Risks Related to This Offering and Ownership of Our Class A Common Stock
Immediately following the consummation of this offering, the Continuing Equity Owners will have the right to have their LLC Interests redeemed pursuant to the terms of the Milan Parent, LLC Limited Liability Company Agreement.
After this offering, we will have an aggregate of more than                 shares of Class A common stock authorized but unissued, including approximately                 shares of Class A common stock that would convert upon a sale or transfer of Class C common stock held by the Blocker Stockholder or issuable upon redemption of LLC Interests that will be held by the Continuing Equity Owners. Milan Parent, LLC will enter into the Milan Parent, LLC Limited Liability Company Agreement and, subject to certain restrictions set forth therein and as described elsewhere in this prospectus, the Continuing Equity Owners will be entitled to have their LLC Interests redeemed for shares of our Class C common stock which convert to shares of Class A common stock upon the sale or transfer of such shares. We also intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock that are so converted from Class C common stock that are (i) held by the Blocker Stockholder or (ii) issuable to Continuing Equity Owners upon redemption of LLC Interests will be afforded certain registration and other rights. See “Certain Relationships and Related Party Transactions — Registration Rights Agreement.”
We cannot predict the size of future issuances of our Class A common stock or the effect, if any, that future issuances and sales of shares of our Class A common stock may have on the market price of our Class A common stock. Sales or distributions of substantial amounts of our Class A common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our Class A common stock to decline.
If you purchase shares of Class A common stock in this offering, you will incur immediate and substantial dilution.
Dilution is the difference between the offering price per share and the pro forma net tangible book value per share of our Class A common stock immediately after the offering. The price you pay for shares of our Class A common stock sold in this offering is substantially higher than our pro forma net tangible book value per share immediately after this offering. If you purchase shares of Class A common stock in this offering, you will incur immediate and substantial dilution in the amount of $      per share based upon an assumed initial public offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus). In addition, you may also experience additional dilution, or potential dilution, upon future equity issuances to investors or to our employees and directors under our 2021 Incentive Award Plan and any other equity incentive plans or arrangements we may adopt. Shares of Class B common stock will be issued in the future to the extent necessary to maintain
 
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a one-to-one ratio between the number of LLC Interests held by the Continuing Equity Owners and the number of shares of Class B common stock issued to the Continuing Equity Owners. We do not expect at this time to have to issue additional Class B common stock; however, if such Class B common stock were to be issued in the future, such issuances would result in additional dilution to holders of our Class A common stock, including purchasers in this offering, to the extent such shares of Class B common stock are issued on a one-to-one basis with LLC Interests that entitle the holder to economic interest in Milan Parent, LLC. As a result of this dilution, investors purchasing shares of Class A common stock in this offering may receive significantly less than the full purchase price that they paid for the stock purchased in this offering in the event of liquidation. See “Dilution.” Additionally, the Milan Parent, LLC Limited Liability Company Agreement provides a redemption right to the Continuing Equity Owners, which entitles them to have their LLC Interests redeemed in certain circumstances for newly-issued shares of our Class C common stock on a one- for-one basis together with the cancellation for no consideration of an equal number of shares of Class B common stock.
We do not know whether a market will develop for our Class A common stock or what the market price of our Class A common stock will be, and as a result it may be difficult for you to sell your shares of our Class A common stock.
Before this offering, there was no public trading market for our Class A common stock. If a market for our Class A common stock does not develop or is not sustained, it may be difficult for you to sell your shares of Class A common stock at an attractive price or at all. We cannot predict the prices at which our Class A common stock will trade. It is possible that in one or more future periods our results of operations may be below the expectations of analysts and investors and, as a result of these and other factors, the price of our Class A common stock may fall.
If our operating and financial performance in any given period does not meet the guidance that we provide to the public, our stock price may decline.
We may provide public guidance on our expected operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described in this prospectus and in our other public filings and public statements. Our actual results may not always be in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of securities analysts, or if we reduce our guidance for future periods, the market price of our Class A common stock may decline as well.
If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our Class A common stock, the price of our Class A common stock could decline.
The trading market for our Class A common stock will rely in part on the research and reports that securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, the price of our Class A common stock could decline. If one or more of these analysts cease to cover our Class A common stock, our Class A common stock could lose visibility in the market, which in turn could cause the price of our Class A common stock to decline.
Our Class A common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.
After this offering, the market price for our Class A common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our Class A common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

low revenue growth compared to market expectations;
 
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our ability to successfully implement our business strategies;

quarterly variations in our operating results compared to market expectations;

changes in our relationship with key partners;

announcements of new offerings by us or competitors or significant price reductions by our competitors;

stock price performance of our competitors;

fluctuations in stock market prices and volumes;

default on our indebtedness;

actions by competitors;

changes in senior management or key personnel;

changes in financial estimates by securities analysts;

the market’s reaction to our reduced disclosure as a result of being an “emerging growth company” under the JOBS Act;

unfavorable outcomes from any litigation;

negative earnings or other announcements by us or our competitors;

downgrades in the credit ratings of our competitors;

incurrence of indebtedness or issuances of capital stock;

global economic, legal, tax and regulatory factors unrelated to our performance; and

the other factors listed in this “Risk Factors” section.
The initial public offering price of our Class A common stock will be determined by negotiations between us and the underwriters based upon a number of factors and may not be indicative of prices that will prevail following the closing of this offering. Volatility in the market price of our common stock may prevent investors from being able to sell their Class A common stock at or above the initial public offering price. As a result, you may suffer a loss on your investment.
In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies in our industry. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.
Substantial future sales of our Class A common stock, or the perception in the public markets that these sales may occur, may depress our stock price.
Sales of substantial amounts of our Class A common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our Class A common stock and could impair our ability to raise capital through the sale of additional shares. Upon the closing of this offering, we will have                 shares of Class A common stock outstanding (or                 shares if the underwriters exercise in full their option to purchase additional shares of Class A common stock). The Milan Parent, LLC Limited Liability Company Agreement provides a redemption right to the Continuing Equity Owners, which entitles them to have their LLC Interests redeemed in certain circumstances for newly-issued shares of our Class C common stock on a one- for-one basis together with the cancellation for no consideration of an equal number of shares of Class B common stock. Class C common stock (including the shares of Class C common stock received upon the redemption described in the preceding sentence) will convert to shares of Class A common stock upon a sale or transfer of such shares other than to a Permitted Transferee. As a result, sales by the Continuing Equity Holders and by the Blocker Stockholder, or their respective Permitted Transferees of Class A common stock converted from shares of Class C common stock or the perception that these
 
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sales could occur, could adversely affect the price of our Class A common stock. Upon the closing of this offering, we will have authorized but unissued shares of Class A common stock that would convert from shares of Class C common stock held by the Blocker Stockholder or that would be issuable upon redemption or exchange of LLC Interests. The shares of Class A common stock offered in this offering will be freely tradable without restriction under the Securities Act, except for any shares of our common stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which will be restricted securities under the Securities Act. Restricted securities may not be sold in the public market unless the sale is registered under the Securities Act or an exemption from registration is available.
We and each of our directors, executive officers and our other existing security holders, which collectively will hold    % of our outstanding capital stock (including shares of Class A common stock issuable upon redemption or exchange of LLC Interests) after giving effect to this offering, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of common stock or securities convertible into or exchangeable for (including the LLC Interests), or that represent the right to receive, shares of common stock during the period from the date of this prospectus continuing through the date                 days after the date of this prospectus, except with the prior written consent of                 . See “Underwriting.” All of our shares of Class A common stock outstanding as of the date of this prospectus (and shares of Class A common stock issuable upon redemption or exchange of LLC Interests) may be sold in the public market by existing stockholders following the expiration of the applicable lock-up period, subject to applicable limitations imposed under federal securities laws.
We also intend to enter into a Registration Rights Agreement pursuant to which the shares of Class A common stock that are converted upon the sale or transfer of such shares from shares of Class C common stock (i) held by the Blocker Stockholder and (ii) issuable upon redemption or exchange of LLC Interests held by Continuing Equity Owners will be afforded certain registration and other rights. See “Certain Relationships and Related Party Transactions — Registration Rights Agreement.”
We may file one or more registration statements on Form S-8 under the Securities Act to register shares of Class A common stock issuable under our 2021 Incentive Award Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements would be available for sale in the open market following the expiration of the applicable lock-up period.
See “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling shares of our Class A common stock after this offering.
In the future, we may also issue additional securities if we need to raise capital, which could constitute a material portion of our then-outstanding shares of common stock.
Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our Class A common stock less attractive to investors.
The JOBS Act provides that, so long as a company qualifies as an “emerging growth company,” it will, among other things:

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

be exempt from the “say on pay” and “say on golden parachute” advisory vote requirements of the Dodd-Frank Wall Street Reform and Customer Protection Act (the “Dodd-Frank Act”);

be exempt from certain disclosure requirements of the Dodd-Frank Act relating to compensation of its executive officers and be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act; and

be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on the financial statements.
 
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We currently intend to take advantage of each of the reduced disclosure requirements described above. We could be an emerging growth company for up to five years after this offering. We cannot predict if investors will find our Class A common stock less attractive as a result of our decision to take advantage of some or all of the reduced disclosure requirements above. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock, and our stock price may be more volatile.
We will incur increased costs as a result of becoming a public company and in the administration of our organizational structure, and the requirements of being a public company may strain our resources and distract our management.
As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC. Following the completion of this offering, we will incur ongoing periodic expenses in connection with the administration of our organizational structure. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our expenses related to insurance, legal, accounting, financial and compliance activities, as well as other expenses not currently incurred, and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us, and there could be a material adverse effect on our business, financial condition and results of operations.