SEC Comment Letter 0000000000-23-006068 to Fortrea Holdings Inc. (FTRE) (CIK 0001965040) (FTRE)
Fortrea Holdings Inc. (FTRE) (CIK 0001965040)
Date: June 7, 2023 · CIK: 0001965040 · Accession: 0000000000-23-006068
AI Filing Summary & Sentiment
File numbers found in text: 001-41704
Letter
United States securities and exchange commission logo June 7, 2023 Thomas Pike Chief Executive Officer Fortrea Holdings Inc. 8 Moore Drive Durham, North Carolina 27709 Re:Fortrea Holdings Inc. Amendment No. 1 to Registration Statement on Form 10-12B Filed June 2, 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. Amendment No.1 to Form 10-12B, filed June 2, 2023 Capitalization, page 63 1.We note your response to prior comment 1 and your revised disclosure stating that the terms and conditions of your expected new senior secured term loan facilities, senior secured revolving credit facility, the indenture governing your senior secured notes and the agreement governing the ARPP have not been finalized. Please revise footnote 2 on page 63 to note that the terms and conditions governing your expected indebtedness have not yet been finalized. Unaudited Pro Forma Combined Financial Information Management Adjustments, page 73 2.We note you removed the bonus adjustments from de-synergies. Please describe the reasons for the removal. As a related matter, we note you disclosed executive equity incentives in the form of Labcorp RSU on page 135. Please revise to clarify whether
FirstName LastNameThomas Pike Comapany NameFortrea Holdings Inc. June 7, 2023 Page 2 FirstName LastName Thomas Pike Fortrea Holdings Inc. June 7, 2023 Page 2 Fortrea will bear the compensation costs related to those grants. 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
June 7, 2023
Thomas Pike
Chief Executive Officer
Fortrea Holdings Inc.
8 Moore Drive
Durham, North Carolina 27709
Re:Fortrea Holdings Inc.
Amendment No. 1 to Registration Statement on Form 10-12B
Filed June 2, 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.
Amendment No.1 to Form 10-12B, filed June 2, 2023
Capitalization, page 63
1.We note your response to prior comment 1 and your revised disclosure stating that the
terms and conditions of your expected new senior secured term loan facilities, senior
secured revolving credit facility, the indenture governing your senior secured notes and
the agreement governing the ARPP have not been finalized. Please revise footnote 2 on
page 63 to note that the terms and conditions governing your expected indebtedness have
not yet been finalized.
Unaudited Pro Forma Combined Financial Information
Management Adjustments, page 73
2.We note you removed the bonus adjustments from de-synergies. Please describe the
reasons for the removal. As a related matter, we note you disclosed executive equity
incentives in the form of Labcorp RSU on page 135. Please revise to clarify whether
FirstName LastNameThomas Pike
Comapany NameFortrea Holdings Inc.
June 7, 2023 Page 2
FirstName LastName
Thomas Pike
Fortrea Holdings Inc.
June 7, 2023
Page 2
Fortrea will bear the compensation costs related to those grants.
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.