SEC Comment Letter 0000000000-24-002016 to GE Vernova Inc. (GEV)
GE Vernova Inc.
Date: Feb. 22, 2024 · CIK: 0001996810 · Accession: 0000000000-24-002016
AI Filing Summary & Sentiment
File numbers found in text: 001-41966
Letter
United States securities and exchange commission logo February 22, 2024 Scott Strazik Chief Executive Officer GE Vernova LLC 58 Charles Street Cambridge, MA 02141 Re:GE Vernova LLC Registration Statement on Form 10-12B Filed February 15, 2024 File No. 001-41966 Dear Scott Strazik: We have reviewed your filing and have the following comments. 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. Registration Statement on Form 10-12B Unaudited Pro Forma Condensed Combined Financial Statements Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, page 74 1.Refer to the description of pro forma adjustment (a). Disclose whether you expect the net cash contribution from GE to be in the range of $2.0 billion, as we note this is the difference between your historical cash balance and the pro forma cash balance. Also, regarding the planned sale of a portion of your Steam business to EDF, disclose whether or not this will be treated as discontinued operations and whether you expect a material gain or loss from the sale. To the extent this is not a strategic shift in your business operations, so state, as we note this appears to be the sale of your nuclear steam turbine business that is included in the category of Steam Power within your Power reportable segment.
FirstName LastNameScott Strazik Comapany NameGE Vernova LLC February 22, 2024 Page 2 FirstName LastName Scott Strazik GE Vernova LLC February 22, 2024 Page 2 Exhibits 2.We note references to various pension plans and to a $3.0 billion committed credit facility and $3.0 billion committed trade finance agreement into which you intend to enter. Please file these as exhibits to your registration statement, or provide your analysis as to why you believe these are not required to be filed pursuant 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. 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
February 22, 2024
Scott Strazik
Chief Executive Officer
GE Vernova LLC
58 Charles Street
Cambridge, MA 02141
Re:GE Vernova LLC
Registration Statement on Form 10-12B
Filed February 15, 2024
File No. 001-41966
Dear Scott Strazik:
We have reviewed your filing and have the following comments.
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.
Registration Statement on Form 10-12B
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements, page 74
1.Refer to the description of pro forma adjustment (a). Disclose whether you expect the net
cash contribution from GE to be in the range of $2.0 billion, as we note this is the
difference between your historical cash balance and the pro forma cash balance. Also,
regarding the planned sale of a portion of your Steam business to EDF, disclose whether
or not this will be treated as discontinued operations and whether you expect a material
gain or loss from the sale. To the extent this is not a strategic shift in your business
operations, so state, as we note this appears to be the sale of your nuclear steam turbine
business that is included in the category of Steam Power within your Power reportable
segment.
FirstName LastNameScott Strazik
Comapany NameGE Vernova LLC
February 22, 2024 Page 2
FirstName LastName
Scott Strazik
GE Vernova LLC
February 22, 2024
Page 2
Exhibits
2.We note references to various pension plans and to a $3.0 billion committed credit facility
and $3.0 billion committed trade finance agreement into which you intend to enter. Please
file these as exhibits to your registration statement, or provide your analysis as to why you
believe these are not required to be filed pursuant 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.
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