SEC Comment Letter 0000000000-23-005569 to Fortrea Holdings Inc. (FTRE) (CIK 0001965040) (FTRE)
Fortrea Holdings Inc. (FTRE) (CIK 0001965040)
Date: May 25, 2023 · CIK: 0001965040 · Accession: 0000000000-23-005569
AI Filing Summary & Sentiment
File numbers found in text: 001-41704
Letter
United States securities and exchange commission logo May 25, 2023 Thomas Pike Chief Executive Officer Fortrea Holdings Inc. 8 Moore Drive Durham, North Carolina 27709 Re:Fortrea Holdings Inc. Registration Statement on Form 10-12B Filed May 15, 2023 File No. 001-41704 Dear Thomas Pike: We have reviewed your filing 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Registration Statement on Form 10-12B, filed May 15, 2023 Questions and Answers About the Spinoff Will Fortrea incur any debt or enter into any financing arrangements prior to or at the time of the spinoff?, page 4 1.We note your disclosure that "[i]n connection with the spinoff, [you] expect to incur indebtedness in an aggregate principal amount of approximately $1,640 million, which [you] expect to consist of borrowings under senior secured term loan facilities and senior secured notes" and that you also expect to enter into a "$450 million senior secured revolving credit facility" and an "accounts receivable purchase program" that "provides for up to approximately $80 million in funding based on the availability of certain eligible receivables and the satisfaction of certain conditions."
Please revise your disclosure here, in the Spinoff section, in the Description of Certain Indebtedness and Other Financing section and elsewhere as appropriate to note the
FirstName LastNameThomas Pike Comapany NameFortrea Holdings Inc. May 25, 2023 Page 2 FirstName LastName Thomas Pike Fortrea Holdings Inc. May 25, 2023 Page 2 material terms of each of the agreements discussed above, including but not limited to, the parties to the agreements, the interest rates, the duration of each agreement and the termination provisions. Please also file the agreements as exhibits to your registration statement or tell us why you are not required to do so. Refer to Item 601(b)(10) of Regulation S-K. 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. You may contact Li Xiao at 202-551-4391 or Kevin Kuhar at 202-551-3662 if you have questions regarding comments on the financial statements and related matters. Please contact Cindy Polynice at 202-551-8707 or Joshua Gorsky at 202-551-7836 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Thomas Short, Esq.
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United States securities and exchange commission logo
May 25, 2023
Thomas Pike
Chief Executive Officer
Fortrea Holdings Inc.
8 Moore Drive
Durham, North Carolina 27709
Re:Fortrea Holdings Inc.
Registration Statement on Form 10-12B
Filed May 15, 2023
File No. 001-41704
Dear Thomas Pike:
We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Registration Statement on Form 10-12B, filed May 15, 2023
Questions and Answers About the Spinoff
Will Fortrea incur any debt or enter into any financing arrangements prior to or at the time of the
spinoff?, page 4
1.We note your disclosure that "[i]n connection with the spinoff, [you] expect to incur
indebtedness in an aggregate principal amount of approximately $1,640 million, which
[you] expect to consist of borrowings under senior secured term loan facilities and senior
secured notes" and that you also expect to enter into a "$450 million senior secured
revolving credit facility" and an "accounts receivable purchase program" that "provides
for up to approximately $80 million in funding based on the availability of certain eligible
receivables and the satisfaction of certain conditions."
Please revise your disclosure here, in the Spinoff section, in the Description of Certain
Indebtedness and Other Financing section and elsewhere as appropriate to note the
FirstName LastNameThomas Pike
Comapany NameFortrea Holdings Inc.
May 25, 2023 Page 2
FirstName LastName
Thomas Pike
Fortrea Holdings Inc.
May 25, 2023
Page 2
material terms of each of the agreements discussed above, including but not limited to, the
parties to the agreements, the interest rates, the duration of each agreement and the
termination provisions. Please also file the agreements as exhibits to your registration
statement or tell us why you are not required to do so. Refer to Item 601(b)(10) of
Regulation S-K.
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.
You may contact Li Xiao at 202-551-4391 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters. Please contact
Cindy Polynice at 202-551-8707 or Joshua Gorsky at 202-551-7836 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Thomas Short, Esq.