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United States securities and exchange commission logo
May 25, 2023
Thomas Pike
Chief Executive Officer
Fortrea Holdings Inc.
8 Moore Drive
Durham, North Carolina 27709
Re: Fortrea Holdings
Inc.
Registration
Statement on Form 10-12B
Filed May 15, 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.
Registration Statement on Form 10-12B, filed May 15, 2023
Questions and Answers About the Spinoff
Will Fortrea incur any debt or enter into any financing arrangements
prior to or at the time of the
spinoff?, page 4
1. We note your disclosure
that "[i]n connection with the spinoff, [you] expect to incur
indebtedness in an
aggregate principal amount of approximately $1,640 million, which
[you] expect to consist
of borrowings under senior secured term loan facilities and senior
secured notes" and that
you also expect to enter into a "$450 million senior secured
revolving credit
facility" and an "accounts receivable purchase program" that "provides
for up to approximately
$80 million in funding based on the availability of certain eligible
receivables and the
satisfaction of certain conditions."
Please revise your
disclosure here, in the Spinoff section, in the Description of Certain
Indebtedness and Other
Financing section and elsewhere as appropriate to note the
Thomas Pike
Fortrea Holdings Inc.
May 25, 2023
Page 2
material terms of each of the agreements discussed above, including but
not limited to, the
parties to the agreements, the interest rates, the duration of each
agreement and the
termination provisions. Please also file the agreements as exhibits to
your registration
statement or tell us why you are not required to do so. Refer 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.
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
May 25, 2023 Page 2
cc: Thomas Short, Esq.
FirstName LastName