SEC Comment Letter for CARRIER GLOBAL Corp (CARR) (CIK 0001783180) (CARR) — Sep 5, 2019
CARRIER GLOBAL Corp (CARR) (CIK 0001783180)
Date: Sept. 5, 2019 · CIK: 0001783180 · Accession: 0000000000-19-013211
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September 5, 2019 David L. Gitlin Chief Executive Officer Carrier Global Corporation 13995 Pasteur Boulevard Palm Beach Gardens, FL 33418 Re:Carrier Global Corporation Draft Registration Statement on Form 10-12B Submitted August 9, 2019 CIK No. 0001783180 Dear Mr. Gitlin: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement Management’s Discussion and Analysis and Results of Operations, page 76 1.Please describe, and quantify to the extent possible, any known trends or uncertainties that have had, or that you reasonably expect will have, a material favorable or unfavorable impact on revenue or results of operations. Also, address the extent to which past results are indicative of future performance in light of the separation. We note your disclosure regarding “dis-synergies” and, on page 84, the statement that your capital structure and sources of liquidity will change significantly as a stand-alone company. Refer to Item 303(a) of Regulation S-K and Section III.B.3. of Release No. 33-8350.
FirstName LastNameDavid L. Gitlin Comapany NameCarrier Global Corporation September 5, 2019 Page 2 FirstName LastName David L. Gitlin Carrier Global Corporation September 5, 2019 Page 2 Description of Carrier Capital Stock Charter and Bylaw Provisions, page 118 2.We note your disclosure regarding your exclusive forum provision. Please revise to clarify whether your exclusive forum provision selects the federal court for the District of Delaware only if the Court of Chancery of the State of Delaware dismisses the action for lack of subject matter jurisdiction. We note related disclosure in the Risk Factors section, but such information is not included in your description of your exclusive forum provision under "Charter and Bylaw Provisions" on page 119.
In addition, please state whether the exclusive forum provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or rules and regulations thereunder, and 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. If the provision applies to claims under the Securities Act, also revise your disclosure to state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to claims under the federal securities laws, confirm that you will state this in the governing documents or, alternatively, tell us how you will inform investors in future filings that the provision does not apply to actions arising under the federal securities laws. You may contact Amy Geddes, Staff Accountant at (202) 551-3304 or Doug Jones, Staff Accountant, at (202) 551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions. Sincerely, Division of Corporation Finance Office of Transportation and Leisure cc: Edward J. Lee, Esq.
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September 5, 2019
David L. Gitlin
Chief Executive Officer
Carrier Global Corporation
13995 Pasteur Boulevard
Palm Beach Gardens, FL 33418
Re:Carrier Global Corporation
Draft Registration Statement on Form 10-12B
Submitted August 9, 2019
CIK No. 0001783180
Dear Mr. Gitlin:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement
Management’s Discussion and Analysis and Results of Operations, page 76
1.Please describe, and quantify to the extent possible, any known trends or uncertainties that
have had, or that you reasonably expect will have, a material favorable or unfavorable
impact on revenue or results of operations. Also, address the extent to which past results
are indicative of future performance in light of the separation. We note your disclosure
regarding “dis-synergies” and, on page 84, the statement that your capital structure and
sources of liquidity will change significantly as a stand-alone company. Refer to Item
303(a) of Regulation S-K and Section III.B.3. of Release No. 33-8350.
FirstName LastNameDavid L. Gitlin
Comapany NameCarrier Global Corporation
September 5, 2019 Page 2
FirstName LastName
David L. Gitlin
Carrier Global Corporation
September 5, 2019
Page 2
Description of Carrier Capital Stock
Charter and Bylaw Provisions, page 118
2.We note your disclosure regarding your exclusive forum provision. Please revise to
clarify whether your exclusive forum provision selects the federal court for the District of
Delaware only if the Court of Chancery of the State of Delaware dismisses the action for
lack of subject matter jurisdiction. We note related disclosure in the Risk Factors section,
but such information is not included in your description of your exclusive forum provision
under "Charter and Bylaw Provisions" on page 119.
In addition, please state whether the exclusive forum provision applies to actions arising
under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or rules and regulations thereunder, and
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. If the provision applies to claims under the Securities
Act, also revise your disclosure to state that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder. If this provision does not
apply to claims under the federal securities laws, confirm that you will state this in the
governing documents or, alternatively, tell us how you will inform investors in future
filings that the provision does not apply to actions arising under the federal securities
laws.
You may contact Amy Geddes, Staff Accountant at (202) 551-3304 or Doug Jones, Staff
Accountant, at (202) 551-3309 if you have questions regarding comments on the financial
statements and related matters. Please contact J. Nolan McWilliams, Attorney-Advisor, at (202)
551-3217 or Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc: Edward J. Lee, Esq.