SEC Comment Letter 0000000000-23-007628 to Veralto Corp (VLTO) (CIK 0001967680) (VLTO)
Veralto Corp (VLTO) (CIK 0001967680)
Date: July 18, 2023 · CIK: 0001967680 · Accession: 0000000000-23-007628
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo July 17, 2023 Jennifer L. Honeycutt President and Chief Executive Officer Veralto Corporation 2200 Pennsylvania Avenue. N.W., Suite 800W Washington, D.C. 20037-1701 Re:Veralto Corporation Amendment No. 2 to Draft Registration Statement on Form 10 Submitted June 30, 2023 CIK No. 0001967680 Dear Jennifer L. Honeycutt: We have reviewed your amended draft registration statement 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 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 comments apply 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 these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 2 to Draft Registration Statement on Form 10, submitted June 30, 2023 Exhibit 99.1 Information Statement Summary Description of Indebtedness, page 11 1.We note from the financial information on pages 16, 48, 53 and elsewhere, they you anticipate incurring $3 billion in debt in connection with the transaction. Please revise this section and elsewhere throughout the registration statement to disclose the material terms of the financing arrangements.
FirstName LastNameJennifer L. Honeycutt Comapany NameVeralto Corporation July 17, 2023 Page 2 FirstName LastName Jennifer L. Honeycutt Veralto Corporation July 17, 2023 Page 2 Notes to Unaudited Pro Forma Combined Financial Statements, page 54 2.We note your reference to a commercial sale/license agreement Veralto and Danaher expect to enter into in connection with the separation. Please clarify if this is a reference to the DBS license agreement discussed elsewhere in the Information Statement. If it is a separate agreement, please include a description of the material terms of the agreement and file it as an exhibit to the Registration Statement or tell us why you do not believe you are required to do so. Management's Discussion and Analysis of Financial Condition and Results of Operations Business Segments Water Quality, page 65 3.We note your changes in response to previous comment 1 and reissue the comment. Where the financial statements reflect material changes from period-to-period in one or more line items, Item 303(b)(2) of Regulation S-K requires, in part, a description of the underlying reasons for these material changes in quantitative and qualitative terms. Here and throughout your discussion of your operating results, where you discuss one or more factors responsible for an increase or decrease in a line item, please quantify the contribution of each factor. We note the tables referenced in your response do not quantify all of the factors that impacted core sales. Capital Expenditures, page 75 4.We reissue comment 2, as the revised disclosure did not quantify the components of capital expenditures for each of the periods presented, as requested in the comment. Intellectual Property, page 94 5.We reissue comment 3. Please revise to provide additional detail regarding the information requested in the comment with respect to each segment, rather than the company as a whole. In your revision, please separately quantify the patents for each segment in the United States, rather than including U.S. patents within North America as a whole.
FirstName LastNameJennifer L. Honeycutt Comapany NameVeralto Corporation July 17, 2023 Page 3 FirstName LastName Jennifer L. Honeycutt Veralto Corporation July 17, 2023 Page 3 You may contact Christie Wong at (202) 551-3684 and Jeanne Baker (202) 551-3691 if you have questions regarding comments on the financial statements and related matters. Please contact Conlon Danberg at (202) 551-4466 or Abby Adams at (202) 551-6902 with any other questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services cc: Thomas Greenberg, Esq.
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United States securities and exchange commission logo
July 17, 2023
Jennifer L. Honeycutt
President and Chief Executive Officer
Veralto Corporation
2200 Pennsylvania Avenue. N.W., Suite 800W
Washington, D.C. 20037-1701
Re:Veralto Corporation
Amendment No. 2 to Draft Registration Statement on Form 10
Submitted June 30, 2023
CIK No. 0001967680
Dear Jennifer L. Honeycutt:
We have reviewed your amended draft registration statement 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 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 comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form 10, submitted June 30, 2023
Exhibit 99.1
Information Statement Summary
Description of Indebtedness, page 11
1.We note from the financial information on pages 16, 48, 53 and elsewhere, they you
anticipate incurring $3 billion in debt in connection with the transaction. Please revise
this section and elsewhere throughout the registration statement to disclose the material
terms of the financing arrangements.
FirstName LastNameJennifer L. Honeycutt
Comapany NameVeralto Corporation
July 17, 2023 Page 2
FirstName LastName
Jennifer L. Honeycutt
Veralto Corporation
July 17, 2023
Page 2
Notes to Unaudited Pro Forma Combined Financial Statements, page 54
2.We note your reference to a commercial sale/license agreement Veralto and Danaher
expect to enter into in connection with the separation. Please clarify if this is a reference to
the DBS license agreement discussed elsewhere in the Information Statement. If it is a
separate agreement, please include a description of the material terms of the agreement
and file it as an exhibit to the Registration Statement or tell us why you do not believe you
are required to do so.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Business Segments
Water Quality, page 65
3.We note your changes in response to previous comment 1 and reissue the
comment. Where the financial statements reflect material changes from period-to-period
in one or more line items, Item 303(b)(2) of Regulation S-K requires, in part, a description
of the underlying reasons for these material changes in quantitative and qualitative
terms. Here and throughout your discussion of your operating results, where you discuss
one or more factors responsible for an increase or decrease in a line item, please quantify
the contribution of each factor. We note the tables referenced in your response do not
quantify all of the factors that impacted core sales.
Capital Expenditures, page 75
4.We reissue comment 2, as the revised disclosure did not quantify the components of
capital expenditures for each of the periods presented, as requested in the comment.
Intellectual Property, page 94
5.We reissue comment 3. Please revise to provide additional detail regarding the
information requested in the comment with respect to each segment, rather than the
company as a whole. In your revision, please separately quantify the patents for each
segment in the United States, rather than including U.S. patents within North America as a
whole.
FirstName LastNameJennifer L. Honeycutt
Comapany NameVeralto Corporation
July 17, 2023 Page 3
FirstName LastName
Jennifer L. Honeycutt
Veralto Corporation
July 17, 2023
Page 3
You may contact Christie Wong at (202) 551-3684 and Jeanne Baker (202) 551-3691 if
you have questions regarding comments on the financial statements and related matters. Please
contact Conlon Danberg at (202) 551-4466 or Abby Adams at (202) 551-6902 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc: Thomas Greenberg, Esq.