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United States securities and exchange commission logo
August 25, 2022
Peter J. Arduini
Chief Executive Officer
GE Healthcare Holding LLC
500 W. Monroe Street
Chicago, IL
Re: GE Healthcare
Holding LLC
Draft Registration
Statement on Form 10
Submitted July 29,
2022
CIK No. 0001932393
Dear Mr. Arduini:
We have reviewed your 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.
Draft Registration Statement on Form 10 submitted July 29, 2022
Information Statement Summary
Industry, Ranking, and Market Data, page ii
1. We note your statement
that you believe the cited publications and sources to be reliable
but that you have not
independently verified the accuracy or completeness of any of the
data from the
publications or sources. Please revise to clarify that you are liable for all
such information
included in your registration statement.
Introduction, page 1
2. Please revise your
summary to provide a more balanced discussion of your company and
products. Balance the
discussion of your market leadership and strengths with an equally
Peter J. Arduini
FirstName LastNamePeter J. Arduini
GE Healthcare Holding LLC
Comapany
August 25, NameGE
2022 Healthcare Holding LLC
August
Page 2 25, 2022 Page 2
FirstName LastName
prominent discussion of any material weaknesses, including, for
example, that you expect
to incur indebtedness at the time of the spin-off, as stated on page
24, and that you may
have significant liabilities with respect to postretirement benefit
plans, as stated on page
30. We also note that the Macro Healthcare Trends that you identify in
your bullet points
starting at the bottom of page 3 do not address all of the trends that
you identify starting
on page 135. For example, your summary does not address increasing
competition and
that increased scrutiny on healthcare spending has placed pressure on
GE Healthcare to
lower pricing.
Overview of Our Industries and Key Trends, page 4
3. Please disclose your current market share for each of the industries
highlighted in this
section.
Questions and Answers about the Spin-Off
Q: What will happen if I continue to hold GE share certificates?, page 20
4. Please revise the last sentence of this Q&A to clarify that
shareholders who continue to
hold GE Share Certificates will not receive shares of GE Healthcare
until their share
certificates are exchanged.
Risk Factors
Our inability to manage our supply chain or obtain supplies of important
components or raw
materials..., page 29
5. To the extent material, please disclose any disruptions you have
experienced due to your
reliance on sole suppliers.
Increased cybersecurity requirements, vulnerabilities, threats, and more
sophisticated and
targeted computer crimes..., page 34
6. To the extent material, disclose any new or heightened risk of
potential cyberattacks by
state actors or others since Russia s invasion of Ukraine and
whether you have taken
actions to mitigate such potential risks.
7. Please disclose whether you are subject to material cybersecurity
risks in your supply
chain based on third-party products, software, or services used in
your products, services,
or business and how a cybersecurity incident in your supply chain
could impact your
business. Discuss the measures you have taken to mitigate these risks.
Our certificate of incorporation will provide that certain courts in the State
of Delaware or the
federal district courts..., page 63
8. We note the Court of Chancery located within the State of Delaware
will be the sole and
exclusive forum for any derivative action or proceeding brought on
your behalf, but that if
the Court of Chancery within the State of Delaware lacks jurisdiction
over such action, the
Peter J. Arduini
FirstName LastNamePeter J. Arduini
GE Healthcare Holding LLC
Comapany
August 25, NameGE
2022 Healthcare Holding LLC
August
Page 3 25, 2022 Page 3
FirstName LastName
action may be brought in another court of the State of Delaware or, if
no court of the State
of Delaware has jurisdiction, then in the United States District Court
for the District of
Delaware. Please disclose whether this provision applies to actions
arising under
the Exchange Act. If this provision does not apply to actions arising
under the Exchange
Act, please ensure that the exclusive forum provision in the governing
documents states
this clearly, or tell us how you will inform investors in future
filings that the provision
does not apply to any actions arising under the Exchange Act. Finally,
please be certain
your risk factor disclosure includes the risks that your exclusive
forum provision may
result in increased costs for investors to bring a claim and that the
provision can
discourage claims or limit investors' ability to bring a claim in a
judicial forum that they
find favorable.
Unaudited Pro Forma Combined Financial Statements
Notes to the Unaudited Pro Forma Combined Financial Statements, Management
Adjustments,
page 83
9. Please revise to provide the basis for and material limitations of
each Management s
Adjustment, including any material assumptions or uncertainties of
such adjustment, an
explanation of the method of the calculation of the adjustment, if
material, and the
estimated time frame you expect to incur the additional costs.
Reference Rule 11-
02(a)(7)(ii)(D) of Regulation S-X.
Intellectual Property, page 130
10. To the extent that you consider any of your patents material to your
business, please
disclose the specific products, product groups and technologies to
which such patents
relate, whether they are owned or licensed, the type of patent
protection you have, the
expiration dates, the applicable jurisdictions where protected and
whether there are any
contested proceedings or third-party claims.
Russia and Ukraine Conflict, page 137
11. To the extent material, please disclose the risk that you may suffer
reputational damage
arising from your ongoing operations in Russia during the ongoing
conflict between
Russia and Ukraine, which could negatively impact the overall demand
for your products
or services, including your ongoing operations or your results of
operations.
12. Please describe the extent and nature of the role of the board of
directors in overseeing
risks related to Russia s invasion of Ukraine. This could include
risks related to
cybersecurity, sanctions, employees based in affected regions, and
supply
chain/suppliers/service providers in affected regions as well as risks
connected with
ongoing or halted operations or investments in affected regions.
13. Please disclose whether the imposition of exchange controls may limit
the company s
ability to repatriate profits from its operations in Russia. Please
clarify the potential
impact of these risks. For example, if you are unable to repatriate
profits, if any, from
Peter J. Arduini
GE Healthcare Holding LLC
August 25, 2022
Page 4
your operations in Russia, please make clear that such profits would not
be available to
the company to fund the growth of operations outside of Russia, repay
your indebtedness,
or to pay dividends or fund share repurchases. If the disclosure
requested by this
comment would not be material, please tell us why.
Management
Executive Officers, page 160
14. Please file the offer letter entered into with Peter J. Arduini as an
exhibit to this
registration statement. For guidance, refer to Item 601 of Regulation
S-K.
Policy and Procedures Governing Related Party Transactions, page 192
15. Please disclose the standards that will be applied in determining whether
to approve any
of the transactions described in this section. Refer to Item
404(b)(1)(ii) of Regulation S-
K.
You may contact Kristin Lochhead at 202-551-3664 or Mary Mast at
202-551-3613 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tyler Howes at 202-551-3370 or Tim Buchmiller at 202-551-3635 with any
other
questions.
Sincerely,
FirstName LastNamePeter J. Arduini
Division of
Corporation Finance
Comapany NameGE Healthcare Holding LLC
Office of Life
Sciences
August 25, 2022 Page 4
cc: John C. Kennedy, Esq.
FirstName LastName