Correspondence 0001628280-24-014220 from UL Solutions Inc. (ULS)
UL Solutions Inc.
Date: April 2, 2024 · CIK: 0001901440 · Accession: 0001628280-24-014220
AI Filing Summary & Sentiment
Reasoning
Referenced dates: March 15, 2024
Letter
Document
330 North Wabash Avenue
Suite 2800
Chicago, Illinois 60611
Tel: +1.312.876.7700 Fax: +1.312.993.9767
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
Boston New York
Brussels Orange County
Century City Paris
Chicago Riyadh
Dubai San Diego
Düsseldorf San Francisco
Frankfurt Seoul
Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
London Tokyo
Los Angeles Washington, D.C.
Madrid
April 2, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Alyssa Wall, Mara Ransom
Keira Nakada, Theresa Brillant
Re: UL Solutions Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Filed on February 29, 2024
CIK No. 0001901440
Ladies and Gentlemen:
On behalf of our client, UL Solutions Inc. (the “Company”), set forth below is the Company’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated March 15, 2024 relating to the Company’s Amendment No. 1 to the above-referenced registration statement on Form S-1 (the “Registration Statement”). Concurrently with the submission of this letter, the Company has filed Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the revisions described herein and certain other updated information.
For ease of reference, the text of the comment in the Staff’s letter has been reproduced in italics herein, with the Company’s response immediately following.
Non-GAAP Financial Measures, page 111
1.We note your presentation of Adjusted EBITDA margin for each segment. Please balance each non-GAAP measure with the most directly comparable GAAP margin in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.
Response: The Company respectfully acknowledges the Staff’s comment. In response, the Company has revised the disclosure on page 116 of the Registration Statement.
April 2, 2024
Page 2
* * *
Should you have any comments or questions regarding the foregoing, please call me at (312) 876-7681 or e-mail me at cathy.birkeland@lw.com. Thank you in advance for your attention to this matter.
Very truly yours,
/s/ Cathy A. Birkeland
Show Raw Text
CORRESP 1 filename1.htm Document 330 North Wabash Avenue Suite 2800 Chicago, Illinois 60611 Tel: +1.312.876.7700 Fax: +1.312.993.9767 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid April 2, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Alyssa Wall, Mara Ransom Keira Nakada, Theresa Brillant Re: UL Solutions Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Filed on February 29, 2024 CIK No. 0001901440 Ladies and Gentlemen: On behalf of our client, UL Solutions Inc. (the “Company”), set forth below is the Company’s response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in their letter dated March 15, 2024 relating to the Company’s Amendment No. 1 to the above-referenced registration statement on Form S-1 (the “Registration Statement”). Concurrently with the submission of this letter, the Company has filed Amendment No. 2 to the Registration Statement (“Amendment No. 2”), which reflects the revisions described herein and certain other updated information. For ease of reference, the text of the comment in the Staff’s letter has been reproduced in italics herein, with the Company’s response immediately following. Non-GAAP Financial Measures, page 111 1.We note your presentation of Adjusted EBITDA margin for each segment. Please balance each non-GAAP measure with the most directly comparable GAAP margin in accordance with Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. Response: The Company respectfully acknowledges the Staff’s comment. In response, the Company has revised the disclosure on page 116 of the Registration Statement. April 2, 2024 Page 2 * * * Should you have any comments or questions regarding the foregoing, please call me at (312) 876-7681 or e-mail me at cathy.birkeland@lw.com. Thank you in advance for your attention to this matter. Very truly yours, /s/ Cathy A. Birkeland Cathy A. Birkeland of LATHAM & WATKINS LLP cc: Jennifer F. Scanlon,UL Solutions Inc. Ryan D. Robinson, UL Solutions Inc. Jacqueline K. McLaughlin, UL Solutions Inc. Christopher D. Lueking, Latham & Watkins LLP Alexa M. Berlin, Latham & Watkins LLP Alexander D. Lynch, Weil, Gotshal & Manges LLP Barbra J. Broudy, Weil, Gotshal & Manges LLP 2