SEC Comment Letter 0000000000-23-008658 to Vestis Corp (VSTS)
Vestis Corp
Date: Aug. 9, 2023 · CIK: 0001967649 · Accession: 0000000000-23-008658
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Letter
United States securities and exchange commission logo August 9, 2023 Harold Dichter Deputy General Counsel Epic NewCo, Inc. 2400 Market Street Philadelphia, Pennsylvania 19103 Re:Epic NewCo, Inc. Amendment No. 3 to Draft Registration Statement on Form 10-12B Submitted July 28, 2023 CIK No. 0001967649 Dear Harold Dichter: We have reviewed your amended draft registration statement and have the following comment. 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 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 comment and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 3 to Draft Registration Statement on Form 10-12B Unaudited Pro Forma Condensed Combined Financial Information Note (h), page 59 1.We note your response to comment 2. With the exception of adjustments covered by the Transitions Services Agreement, clarify how you determined the other adjustments to be Autonomous Entity Adjustments and not Management’s Adjustments. In this regard, they appear to be dis-synergies of the transaction. Refer to Item 11-02(a)(6) and (7) of Regulation S-X. In addition, quantify for us the amount of adjustments covered by the Transition Services Agreement for each period presented.
FirstName LastNameHarold Dichter Comapany NameEpic NewCo, Inc. August 9, 2023 Page 2 FirstName LastName Harold Dichter Epic NewCo, Inc. August 9, 2023 Page 2 Please contact Adam Phippen at (202) 551-3336 or Joel Parker at (202) 551-3651 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Alison Z. Preiss
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United States securities and exchange commission logo
August 9, 2023
Harold Dichter
Deputy General Counsel
Epic NewCo, Inc.
2400 Market Street
Philadelphia, Pennsylvania 19103
Re:Epic NewCo, Inc.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Submitted July 28, 2023
CIK No. 0001967649
Dear Harold Dichter:
We have reviewed your amended draft registration statement and have the following
comment.
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 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 comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form 10-12B
Unaudited Pro Forma Condensed Combined Financial Information
Note (h), page 59
1.We note your response to comment 2. With the exception of adjustments covered by the
Transitions Services Agreement, clarify how you determined the other adjustments to
be Autonomous Entity Adjustments and not Management’s Adjustments. In this regard,
they appear to be dis-synergies of the transaction. Refer to Item 11-02(a)(6) and (7) of
Regulation S-X. In addition, quantify for us the amount of adjustments covered by the
Transition Services Agreement for each period presented.
FirstName LastNameHarold Dichter
Comapany NameEpic NewCo, Inc.
August 9, 2023 Page 2
FirstName LastName
Harold Dichter
Epic NewCo, Inc.
August 9, 2023
Page 2
Please contact Adam Phippen at (202) 551-3336 or Joel Parker at (202) 551-3651 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Alison Z. Preiss