UPLOAD Filing
ServiceNow, Inc.
Date: May 1, 2025 · CIK: 0001373715 · Accession: 0000000000-25-004634
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286708
Letter
Re: ServiceNow, Inc. Registration Statement on Form S-4 Filed April 23, 2025 File No. 333-286708 Dear William R. McDermott:
May 1, 2025
William R. McDermott Chief Executive Officer ServiceNow, Inc. 2225 Lawson Lane Santa Clara, CA 95054
We have conducted a limited review of your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 Risk Factors If the Mergers, taken together, do not qualify as a "reorganization"..., page
1. Please expand your risk factor disclosure to discuss the additional taxes that may be due if the Mergers do not qualify as a reorganization under Section 368(a) of the Code, including how such additional taxes will be calculated. Consider including examples of how taxes may be calculated for U.S. holders of Moveworks Capital Stock under scenarios in which the Mergers qualify and do not qualify as a "reorganization" under Section 368(a) of the Code. May 1, 2025 Page 2 U.S. Federal Income Tax Consequences of the Mergers Tax Consequences of the Mergers, page 74
2. We note your disclosure that the Mergers are intended to qualify as a 'reorganization' within the meaning of Section 368(a) of the Code." We also note that two tax opinions were obtained and included as exhibits. Please revise your disclosure here and elsewhere to identify both tax counsels and summarize tax counsels' opinions regarding the tax consequences of the transaction. Also please ensure that the filed tax opinions are both signed and dated.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at 202-551- 3574 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Sonia K. Nijjar, Esq.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 1, 2025 William R. McDermott Chief Executive Officer ServiceNow, Inc. 2225 Lawson Lane Santa Clara, CA 95054 Re: ServiceNow, Inc. Registration Statement on Form S-4 Filed April 23, 2025 File No. 333-286708 Dear William R. McDermott: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 Risk Factors If the Mergers, taken together, do not qualify as a "reorganization"..., page 18 1. Please expand your risk factor disclosure to discuss the additional taxes that may be due if the Mergers do not qualify as a reorganization under Section 368(a) of the Code, including how such additional taxes will be calculated. Consider including examples of how taxes may be calculated for U.S. holders of Moveworks Capital Stock under scenarios in which the Mergers qualify and do not qualify as a "reorganization" under Section 368(a) of the Code. May 1, 2025 Page 2 U.S. Federal Income Tax Consequences of the Mergers Tax Consequences of the Mergers, page 74 2. We note your disclosure that the Mergers are intended to qualify as a 'reorganization' within the meaning of Section 368(a) of the Code." We also note that two tax opinions were obtained and included as exhibits. Please revise your disclosure here and elsewhere to identify both tax counsels and summarize tax counsels' opinions regarding the tax consequences of the transaction. Also please ensure that the filed tax opinions are both signed and dated. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Alexandra Barone at 202-551-8816 or Mitchell Austin at 202-551- 3574 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Sonia K. Nijjar, Esq. </TEXT> </DOCUMENT>