SEC Comment Letter 0000000000-23-011669 to UL Solutions Inc. (ULS)
UL Solutions Inc.
Date: Oct. 25, 2023 · CIK: 0001901440 · Accession: 0000000000-23-011669
AI Filing Summary & Sentiment
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Letter
United States securities and exchange commission logo October 25, 2023 Jennifer F. Scanlon President and Chief Executive Officer UL Solutions Inc. 333 Pfingsten Road Northbrook, Illinois 60062 Re:UL Solutions Inc. Amendment No. 8 to Draft Registration Statement on Form S-1 Submitted October 10, 2023 CIK No. 0001901440 Dear Jennifer F. Scanlon: We have reviewed your amended draft registration statement and have the following comments. 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 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 the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 8 to Draft Registration Statement on Form S-1 Risk Factors Risks Relating to our Indebtedness, page 67 1.Revise to eliminate redundancy in this section, as it appears you repeat some risks, and enhance your risk factor discussion to quantify the amount of indebtedness you have incurred or will incur in the near future in order to put the magnitude of these risks in context.
FirstName LastNameJennifer F. Scanlon Comapany NameUL Solutions Inc. October 25, 2023 Page 2 FirstName LastName Jennifer F. Scanlon UL Solutions Inc. October 25, 2023 Page 2 Anti-takeover provisions in our governing documents..., page 79 2.Please revise this risk factor to address the fact that from and after the Trigger Date, you will have a classified board, will not permit stockholders to act by written consent, will only permit special stockholders meetings to be called by the chairperson of your board of directors, your CEO or your board of directors, and will require a supermajority vote to amend your charter and bylaws. Dilution, page 91 3.Please ensure that “pro forma” defined herein is consistent with the “pro forma” under your capitalization disclosure on page 89. In this regard, you reflect the net proceeds from the sale of $300 million notes, other borrowings of $200 million, and a $600 million payment of special cash dividend in your pro forma capitalization table. Exhibits 4.We note that you intend to close your offering of 6.500% senior notes due 2028 on October 20, 2023. When available, please file the related notes, indenture, and registration rights agreement as exhibits to your registration statement, or tell us why you are not required to do so. Please contact Keira Nakada at 202-551-3659 or Theresa Brillant at 202-551-3307 if you have questions regarding comments on the financial statements and related matters. Please contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Cathy A. Birkeland, Esq.
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United States securities and exchange commission logo
October 25, 2023
Jennifer F. Scanlon
President and Chief Executive Officer
UL Solutions Inc.
333 Pfingsten Road
Northbrook, Illinois 60062
Re:UL Solutions Inc.
Amendment No. 8 to Draft Registration Statement on Form S-1
Submitted October 10, 2023
CIK No. 0001901440
Dear Jennifer F. Scanlon:
We have reviewed your amended draft registration statement and have the following
comments.
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 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 the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 8 to Draft Registration Statement on Form S-1
Risk Factors
Risks Relating to our Indebtedness, page 67
1.Revise to eliminate redundancy in this section, as it appears you repeat some risks, and
enhance your risk factor discussion to quantify the amount of indebtedness you have
incurred or will incur in the near future in order to put the magnitude of these risks in
context.
FirstName LastNameJennifer F. Scanlon
Comapany NameUL Solutions Inc.
October 25, 2023 Page 2
FirstName LastName
Jennifer F. Scanlon
UL Solutions Inc.
October 25, 2023
Page 2
Anti-takeover provisions in our governing documents..., page 79
2.Please revise this risk factor to address the fact that from and after the Trigger Date, you
will have a classified board, will not permit stockholders to act by written consent, will
only permit special stockholders meetings to be called by the chairperson of your board of
directors, your CEO or your board of directors, and will require a supermajority vote to
amend your charter and bylaws.
Dilution, page 91
3.Please ensure that “pro forma” defined herein is consistent with the “pro forma” under
your capitalization disclosure on page 89. In this regard, you reflect the net proceeds from
the sale of $300 million notes, other borrowings of $200 million, and a $600 million
payment of special cash dividend in your pro forma capitalization table.
Exhibits
4.We note that you intend to close your offering of 6.500% senior notes due 2028 on
October 20, 2023. When available, please file the related notes, indenture, and
registration rights agreement as exhibits to your registration statement, or tell us why you
are not required to do so.
Please contact Keira Nakada at 202-551-3659 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Taylor Beech at 202-551-4515 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Cathy A. Birkeland, Esq.