MYT Netherlands Parent B.V. 15,647,059 American Depositary Shares Representing 15,647,059 Ordinary Shares
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TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-251765 MYT Netherlands Parent B.V. 15,647,059 American Depositary Shares Representing 15,647,059 ordinary shares This is the initial public offering of MYT Netherlands Parent B.V. We are offering 13,647,059 American Depositary Shares (the “ADSs”) and MYT Holding LLC (“MYT Holding” or the “Selling Shareholder”) is offering 2,000,000 ADSs in this offering, with each ADS representing one ordinary share. We will not receive any proceeds from the sale of ADSs by the Selling Shareholder. Prior to this offering, there has been no public market for our ordinary shares or the ADSs. The initial public offering price is $26.00 per ADS. Our ADSs have been approved for listing on the New York Stock Exchange (“NYSE”) under the symbol “MYTE.” After giving effect to the sale of ADSs in this offering, our parent company will hold approximately 79.5% of the voting power of our outstanding shares following this offering (76.9% if the underwriters exercise their option to purchase additional ordinary shares, represented by ADSs, from us and the Selling Shareholder in full). Investing in the ADSs involves risks. See “Risk Factors” beginning on page 23. We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced public company disclosure requirements. See “Prospectus Summary—Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information. Price $26.00 per ADS Underwriting Proceeds, before Discounts and Price to (1) Proceeds, before expenses, to the Public Commissions expenses, to us Selling Shareholder Per ADS $26.00 $1.82 $24.18 $24.18 Total $406,823,534 $28,477,647 $329,985,887 $48,360,000 (1) We refer you to “Underwriters” for additional information regarding underwriting compensation. To the extent that the underwriters sell more than 15,647,059 ADSs, the underwriters have the option to purchase up to an additional 586,764 ADSs from us and an additional 1,760,294 ADSs from the Selling Shareholder each at the initial public offering price, less underwriting discounts and commissions. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs to purchasers against payment on January 25, 2021. Morgan Stanley J.P. Morgan Credit Suisse UBS Investment Bank Jefferies Cowen Prospectus dated January 20, 2021 TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS TABLE OF CONTENTS Page Page ABOUT THIS PROSPECTUS ii MANAGEMENT 115 KEY TERMS AND PERFORMANCE PRINCIPAL AND SELLING INDICATORS USED IN SHAREHOLDERS 135 THIS PROSPECTUS iii MATTERS RELATED TO OUR CURRENT A LETTER FROM MICHAEL AND FORMER PARENT ENTITIES 137 KLIGER, OUR CHIEF EXECUTIVE RELATED PARTY TRANSACTIONS 139 OFFICER v DESCRIPTION OF SHARE CAPITAL AND PROSPECTUS SUMMARY 1 ARTICLES OF ASSOCIATION 141 THE OFFERING 16 DESCRIPTION OF AMERICAN SUMMARY CONSOLIDATED FINANCIAL DEPOSITARY SHARES 155 AND OPERATING DATA 18 SHARES ELIGIBLE FOR FUTURE SALE 163 RISK FACTORS 23 EXCHANGE CONTROLS AND CAUTIONARY STATEMENT LIMITATIONS AFFECTING REGARDING FORWARD-LOOKING SHAREHOLDERS 165 STATEMENTS 66 MATERIAL TAX CONSIDERATIONS 166 USE OF PROCEEDS 68 UNDERWRITERS 184 DIVIDEND POLICY 69 EXPENSES OF THE OFFERING 191 CAPITALIZATION 70 LEGAL MATTERS 191 DILUTION 71 EXPERTS 191 SELECTED CONSOLIDATED FINANCIAL ENFORCEMENT OF CIVIL AND OPERATING DATA 73 LIABILITIES 191 MANAGEMENT’S DISCUSSION AND WHERE YOU CAN FIND MORE ANALYSIS OF FINANCIAL INFORMATION 192 CONDITION AND RESULTS OF INDEX TO CONSOLIDATED FINANCIAL OPERATIONS 76 STATEMENTS F-1 BUSINESS 99 For investors outside the United States: neither we, the Selling Shareholder nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. 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 ADSs and the distribution of this prospectus outside the United States. Neither we, the Selling Shareholder nor the underwriters have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectus we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information others may give you. Neither we, Selling Shareholder nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus or the sale of ADSs. Our business, financial condition, results of operations and prospects may have changed since the date on the cover page of this prospectus. i TABLE OF CONTENTS ABOUT THIS PROSPECTUS We have historically conducted our business through Mytheresa Group GmbH (formerly named: NMG Germany GmbH), a German limited liability company (Gesellschaft mit beschränkter Haftung) with its statutory seat in Munich, registered with the commercial register of the local court of Munich under HRB 211727 (“MGG”), and its subsidiaries. MGG is a wholly owned subsidiary of the issuer, MYT Netherlands Parent B.V., a private company with limited liability under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) and registered with the Trade Register of the Chamber of Commerce in the Netherlands under number 74988441 (“MYT Netherlands”). Except where the context otherwise requires or where otherwise indicated, the terms “Mytheresa,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to MYT Netherlands together with MGG and its other consolidated subsidiaries as a consolidated entity; the term “MYT Netherlands” or “the issuer” refers to MYT Netherlands as a stand-alone company; and each of the terms “MYT Holding” and “Selling Shareholder” refers to MYT Holding LLC, a Delaware limited liability company, as a stand-alone company and, prior to this offering, the sole shareholder of MYT Netherlands. The share and per share information in this prospectus reflects the 70,190.687 for one share split of our ordinary shares, which we effected on January 12, 2021. MARKET AND INDUSTRY DATA We obtained the industry, market and competitive position data in this prospectus from our own internal estimates, surveys and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties, such as reports by Bain & Company and Capgemini. Note Bain & Company and Capgemini are not affiliated with Mytheresa, and the information contained in this report has not been reviewed or endorsed by Bain & Company or Capgemini, as applicable. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us. TRADEMARKS, SERVICE MARKS AND TRADENAMES We have proprietary rights to trademarks used in this prospectus that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This prospectus contains additional trademarks, service marks and trade names of others, which are the property of their respective owners. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. PRESENTATION OF FINANCIAL AND OTHER INFORMATION We report under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”), which differ in certain significant respects from U.S. generally accepted accounting principles