UL Solutions Inc. Files Amendment No. 2 to S-1 Registration Statement

TL;DR

<b>UL Solutions Inc. is proceeding with its public offering registration.</b>

AI Summary

UL Solutions Inc. (ULS) filed a Amended IPO Registration (S-1/A) with the SEC on April 2, 2024. UL Solutions Inc. filed an amendment to its S-1 registration statement on April 2, 2024. The filing is for the registration of securities under the Securities Act of 1933. The company is incorporated in Delaware and its fiscal year ends on December 31. The principal executive offices are located at 333 Pfingsten Road, Northbrook, Illinois. The filing indicates the proposed sale to the public will commence as soon as practicable after the registration statement is declared effective.

Why It Matters

For investors and stakeholders tracking UL Solutions Inc., this filing contains several important signals. This amendment signifies progress in UL Solutions' journey towards becoming a publicly traded company, potentially impacting its access to capital and strategic flexibility. The S-1 filing provides detailed information about the company's business, financial condition, and the terms of the proposed offering, which is crucial for potential investors to assess the investment opportunity.

Risk Assessment

Risk Level: low — UL Solutions Inc. shows low risk based on this filing. The risk is currently low as this is a registration statement amendment, not a report of financial performance or operational issues. Specific risks will be detailed in subsequent filings.

Analyst Insight

Monitor future filings for the pricing and effective date of the IPO, as well as detailed financial performance and risk factors.

Key Numbers

• 333-275468 — Registration Number (S-1 Registration Statement)
• 270913800 — IRS Number (UL Solutions Inc.)
• 8734 — SIC Code (Testing Laboratories)
• 1231 — Fiscal Year End (UL Solutions Inc.)

Key Players & Entities

• UL Solutions Inc. (company) — Registrant
• Securities Act of 1933 (regulator) — Act under which registration is filed
• Delaware (company) — State of incorporation
• 333 Pfingsten Road, Northbrook, Illinois (company) — Principal executive offices address
• Jennifer F. Scanlon (person) — President and Chief Executive Officer
• Jacqueline K. McLaughlin (person) — Executive Vice President and Chief Legal Officer
• Latham & Watkins LLP (company) — Copies to counsel
• Skadden, Arps, Slate, Meagher & Flom LLP (company) — Copies to counsel

FAQ

Industry Context

UL Solutions Inc. operates in the testing laboratories industry, providing essential services for product safety, compliance, and performance.

Regulatory Implications

The company is registering securities under the Securities Act of 1933, which governs the public offering and sale of securities in the United States.

What Investors Should Do

1. Review the full S-1/A filing for detailed business descriptions and risk factors.
2. Track subsequent amendments and the final prospectus for offering details.
3. Analyze the company's financial statements and management discussion once available in future filings.

Key Dates

• 2024-04-02: Filing Date — Amendment No. 2 to Form S-1 Registration Statement

Year-Over-Year Comparison

This is an amendment to a registration statement, indicating ongoing preparations for an IPO. No prior comparable filing data is available in this excerpt.

Key Financial Figures

• $26.00 — ur Class A common stock will be between $26.00 and $29.00. We have been approved to li
• $29.00 — common stock will be between $26.00 and $29.00. We have been approved to list our Clas
• $75 million — est in purchasing up to an aggregate of $75 million in shares of our Class A common stock i
• $300 million — Standardization. "notes" refers to our $300 million aggregate principal amount of 6.500% se
• $2.7 billion — our 2023 revenue reaching approximately $2.7 billion. The essential nature of our services m

Filing Documents

• ul-sx1a2.htm (S-1/A) — 4140KB
• exhibit107-sx1a2.htm (EX-FILING FEES) — 18KB
• exhibit11-sx1a2.htm (EX-1.1) — 262KB
• exhibit33-sx1a2.htm (EX-3.3) — 139KB
• exhibit35-sx1a2.htm (EX-3.5) — 213KB
• exhibit51-sx1a2.htm (EX-5.1) — 16KB
• exhibit101-sx1a2.htm (EX-10.1) — 143KB
• exhibit102-sx1a2.htm (EX-10.2) — 105KB
• exhibit1041-sx1a2.htm (EX-10.41) — 43KB
• exhibit1059-sx1a2.htm (EX-10.59) — 113KB
• exhibit231-sx1a2.htm (EX-23.1) — 2KB
• allotherneo.jpg (GRAPHIC) — 45KB
• business1k.jpg (GRAPHIC) — 67KB
• business2i.jpg (GRAPHIC) — 301KB
• business4o.jpg (GRAPHIC) — 594KB
• business5t.jpg (GRAPHIC) — 653KB
• business6f.jpg (GRAPHIC) — 101KB
• business7a.jpg (GRAPHIC) — 180KB
• coverart1h.jpg (GRAPHIC) — 1001KB
• coverart2j.jpg (GRAPHIC) — 1567KB
• coverart3h.jpg (GRAPHIC) — 906KB
• coverart4h.jpg (GRAPHIC) — 1001KB
• coverart5h.jpg (GRAPHIC) — 973KB
• coverart6h.jpg (GRAPHIC) — 998KB
• lathama.jpg (GRAPHIC) — 24KB
• picture1.jpg (GRAPHIC) — 63KB
• presceo.jpg (GRAPHIC) — 43KB
• prospectsummary3i.jpg (GRAPHIC) — 84KB
• prospectussummary4b.jpg (GRAPHIC) — 230KB
• ullogob.jpg (GRAPHIC) — 1061KB
• 0001628280-24-014219.txt (&nbsp;) — 18239KB

RISK FACTORS

RISK FACTORS 27 CAUTIONARY NOTE REGARDING FORWARD–LOOKING STATEMENTS 88

USE OF PROCEEDS

USE OF PROCEEDS 90 DIVIDEND POLICY 91 CAPITALIZATION 92

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 96

BUSINESS

BUSINESS 130 MANAGEMENT 155 COMPENSATION DISCUSSION AND ANALYSIS 166 PRINCIPAL AND SELLING STOCKHOLDERS 196 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 199

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 203 SHARES ELIGIBLE FOR FUTURE SALE 212 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON–U.S. HOLDERS OF OUR CLASS A COMMON STOCK 215

UNDERWRITING

UNDERWRITING 219 LEGAL MATTERS 226 EXPERTS 226 WHERE YOU CAN FIND MORE INFORMATION 226 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F- 1 Through and including , 2024 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. ABOUT THIS PROSPECTUS We, the selling stockholder and the underwriters have not authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus. We, the selling stockholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Offers to sell, and solicitations of offers to buy, shares of our Class A common stock are being made only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our Class A common stock. Our business, financial condition, operating results and prospects may have changed since such date. You should read this prospectus in its entirety before making an investment decision. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which it relates, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. No action is being taken in any jurisdiction outside the United States to permit a public offering of our Class A common stock. Persons who

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View this S-1/A filing on SEC EDGAR