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United States securities and exchange commission logo
April 19, 2023
Thomas Pike
Chief Executive Officer
Fortrea Holdings Inc.
8 Moore Drive
Durham, North Carolina 27703
Re: Fortrea Holdings
Inc.
Amendment No. 1 to
Draft Registration Statement on Form 10
Submitted April 5,
2023
CIK No. 0001965040
Dear Thomas Pike:
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.1 to Draft Registration Statement on Form 10, submitted
April 5, 2023
Cover Page
1. We note your response
to prior comment 1 and your revised disclosure on the cover page
noting that "the
spinoff is not contingent upon NASDAQ's approval of [y]our listing
application." Given
that you have filed this registration statement on Form 10 under
Section 12(b) of the
Exchange Act, please tell us how you anticipate moving forward with
this filing should your
listing application not be approved by Nasdaq.
Questions and Answers About the Spinoff, page 1
2. We note your response
to prior comment 4 and your revised disclosure on page 4 noting
the differences between
the rights held by the existing Labcorp common stock holders and
Thomas Pike
FirstName LastNameThomas Pike
Fortrea Holdings Inc.
Comapany
April NameFortrea Holdings Inc.
19, 2023
April 219, 2023 Page 2
Page
FirstName LastName
the rights held by the Fortrea common stock holders. Please revise
this disclosure further
to explain the specific material differences between the rights of
Labcorp common stock
holders and Fortrea common stock holders. For instance, and without
limitation, please
explain which stockholders will have a "heightened voting standard" to
amend your
Amended and Restated Bylaws and certain provisions of your Amended and
Restated
Certificate of Incorporation and please explain what "heightened"
means in this context.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity, Capital Resources and Financial Position, page 79
3. Please revise to provide a discussion analyzing the company's material
cash requirements
from known contractual and other obligations in accordance with Item
303(b)(1) of
Regulation S-K, or explain to us why these disclosures are not
required.
Note 9. Goodwill and Intangible Assets, page F-26
4. We see here that you have reported no goodwill impairments for the
year ended December
31, 2022. Please explain to us whether the $260.0 million goodwill
impairment reported
by Laboratory Corporation of America Holdings in its December 31, 2022
Form 10-K for
the early development reporting unit in the DD segment is related to
the Clinical
Development and Commercialization Services Business (CDCS). And if so,
please
provide us an analysis as to how you have allocated goodwill to CDCS,
and your basis for
not recognizing any goodwill impairment at CDCS in 2022.
General
5. We note your disclosure of "Ukraine/Russia conflict costs" on page 78
and your
disclosure stating that "[d]ue to the Russia and Ukraine crisis and
economic sanctions, the
company incurred incremental costs and determined that certain
receivables and long-
lived assets related to its Russia and Ukraine operations were
impaired." Please revise
your disclosure where appropriate to further describe the direct or
indirect impact of
Russia s invasion of Ukraine on your business. In addition, please
also consider any
impact:
resulting from sanctions, limitations on obtaining relevant
government approvals,
currency exchange limitations, or export or capital controls,
including the impact of any
risks that may impede your ability to sell assets located in Russia,
Belarus, or Ukraine,
including due to sanctions affecting potential purchasers;
resulting from the reaction of your investors, employees,
customers, and/or other
stakeholders to any action or inaction arising from or relating to the
invasion, including
the payment of taxes to the Russian Federation; and
that may result if Russia or another government nationalizes your
assets or operations in
Russia, Belarus, or Ukraine.
Thomas Pike
Fortrea Holdings Inc.
April 19, 2023
Page 3
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,
FirstName LastNameThomas Pike
Division of
Corporation Finance
Comapany NameFortrea Holdings Inc.
Office of Life
Sciences
April 19, 2023 Page 3
cc: Thomas Short, Esq.
FirstName LastName