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United States securities and exchange commission logo
June 7, 2023
Thomas Pike
Chief Executive Officer
Fortrea Holdings Inc.
8 Moore Drive
Durham, North Carolina 27709
Re: Fortrea Holdings
Inc.
Amendment No. 1 to
Registration Statement on Form 10-12B
Filed June 2, 2023
File No. 001-41704
Dear Thomas Pike:
We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Amendment No.1 to Form 10-12B, filed June 2, 2023
Capitalization, page 63
1. We note your response
to prior comment 1 and your revised disclosure stating that the
terms and conditions of
your expected new senior secured term loan facilities, senior
secured revolving
credit facility, the indenture governing your senior secured notes and
the agreement governing
the ARPP have not been finalized. Please revise footnote 2 on
page 63 to note that
the terms and conditions governing your expected indebtedness have
not yet been finalized.
Unaudited Pro Forma Combined Financial Information
Management Adjustments, page 73
2. We note you removed the
bonus adjustments from de-synergies. Please describe the
reasons for the
removal. As a related matter, we note you disclosed executive equity
incentives in the form
of Labcorp RSU on page 135. Please revise to clarify whether
Thomas Pike
Fortrea Holdings Inc.
June 7, 2023
Page 2
Fortrea will bear the compensation costs related to those grants.
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.
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
June 7, 2023 Page 2
cc: Thomas Short, Esq.
FirstName LastName