SEC Comment Letter 0000000000-24-001219 to GE Vernova Inc. (GEV)
GE Vernova Inc.
Date: Jan. 31, 2024 · CIK: 0001996810 · Accession: 0000000000-24-001219
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Letter
United States securities and exchange commission logo January 31, 2024 Scott Strazik Chief Executive Officer GE Vernova LLC 58 Charles Street Cambridge, MA 02141 Re:GE Vernova LLC Amendment No. 2 to Draft Registration Statement on Form 10-12B Submitted January 19, 2024 CIK No. 0001996810 Dear Scott Strazik: We have reviewed your filing and have the following comment. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this letter, we may have additional comments. Amendment No. 2 to Draft Registration Statement Certain Relationships and Related Party Transactions Credit Support, page 180 1.Please revise your disclosure to more fully discuss the obligations described under this heading, including the following:
•Discuss the extent to which you have arranged for the termination or replacement of GE and its subsidiaries from (i) parent company guarantees, surety bonds, letters of credit, or similar instruments of credit support and (ii) certain categories of contracts (including certain customer contracts) as of the date of the information statement. •More fully describe the contracts identified in item (ii) above and the obligations of GE and its subsidiaries in relation thereto. •Explain your related indemnification obligations, including quantification or otherwise providing sufficient information to allow stockholders to assess the materiality of these obligations.
FirstName LastNameScott Strazik Comapany NameGE Vernova LLC January 31, 2024 Page 2 FirstName LastName Scott Strazik GE Vernova LLC January 31, 2024 Page 2 •Include a separate risk factor assessing material related risks, including whether and how these obligations may affect your operations, business plans, and/or ability to obtain and maintain investment grade ratings. 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. Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at 202-551-3723 if you have questions regarding comments on the financial statements and related matters. Please contact Gregory Herbers at 202-551-8028 or Jennifer Angelini at 202-551-3047 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Christodoulos Kaoutzanis
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United States securities and exchange commission logo
January 31, 2024
Scott Strazik
Chief Executive Officer
GE Vernova LLC
58 Charles Street
Cambridge, MA 02141
Re:GE Vernova LLC
Amendment No. 2 to Draft Registration Statement on Form 10-12B
Submitted January 19, 2024
CIK No. 0001996810
Dear Scott Strazik:
We have reviewed your filing and have the following comment.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Amendment No. 2 to Draft Registration Statement
Certain Relationships and Related Party Transactions
Credit Support, page 180
1.Please revise your disclosure to more fully discuss the obligations described under this
heading, including the following:
•Discuss the extent to which you have arranged for the termination or replacement of
GE and its subsidiaries from (i) parent company guarantees, surety bonds, letters of
credit, or similar instruments of credit support and (ii) certain categories of contracts
(including certain customer contracts) as of the date of the information statement.
•More fully describe the contracts identified in item (ii) above and the obligations of
GE and its subsidiaries in relation thereto.
•Explain your related indemnification obligations, including quantification or
otherwise providing sufficient information to allow stockholders to assess the
materiality of these obligations.
FirstName LastNameScott Strazik
Comapany NameGE Vernova LLC
January 31, 2024 Page 2
FirstName LastName
Scott Strazik
GE Vernova LLC
January 31, 2024
Page 2
•Include a separate risk factor assessing material related risks, including whether and
how these obligations may affect your operations, business plans, and/or ability to
obtain and maintain investment grade ratings.
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.
Please contact Beverly Singleton at 202-551-3328 or Kevin Stertzel at 202-551-3723 if
you have questions regarding comments on the financial statements and related matters. Please
contact Gregory Herbers at 202-551-8028 or Jennifer Angelini at 202-551-3047 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Christodoulos Kaoutzanis