UL Solutions Inc. Files for IPO

TL;DR

UL Solutions Inc. is going public, get ready for some new shares!

AI Summary

UL Solutions Inc. filed an S-1 form with the SEC on September 3, 2024, indicating its intention to become a publicly traded company. The company, formerly part of UL Inc., is based in Northbrook, IL, and operates in the testing laboratories sector. This filing marks a significant step towards its initial public offering, allowing it to raise capital and expand its operations.

Why It Matters

This S-1 filing signals UL Solutions Inc.'s transition to a public company, which could lead to increased investment, growth opportunities, and greater market visibility in the testing and certification industry.

Risk Assessment

Risk Level: medium — As a newly public company, UL Solutions Inc. faces market volatility, regulatory scrutiny, and the challenges of operating independently from its former parent company.

Key Players & Entities

• UL Solutions Inc. (company) — Filer of the S-1 document
• UL Inc. (company) — Former parent company
• Northbrook, IL (location) — Company headquarters
• September 3, 2024 (date) — Filing date of the S-1

FAQ

Key Financial Figures

• $55.15 — ommon stock as reported on the NYSE was $55.15 per share. We have two classes of comm
• $300 million — Standardization. "notes" refers to our $300 million aggregate principal amount of 6.500% se
• $28.00 — Engagement at a price to the public of $28.00 per share (the "IPO"). We did not recei
• $81 million — ions) Note: Revenue for 2011 includes $81 million for UL-CCIC Company Limited, a joint ve
• $815 million — to unamortized debt issuance costs, was $815 million and $910 million, respectively, consist
• $910 m — bt issuance costs, was $815 million and $910 million, respectively, consisting of $300
• $1,250 m — ies in an aggregate principal amount of $1,250 million, consisting of a term loan facili
• $500 million — ty in the aggregate principal amount of $500 million and a revolving loan credit facility in
• $750 million — y in the aggregate commitment amount of $750 million. See "Risk Factors—Risks Related to Our

Filing Documents

• uls-20240903.htm (S-1) — 5564KB
• exhibit107-sx1.htm (EX-FILING FEES) — 14KB
• exhibit11-sx1.htm (EX-1.1) — 237KB
• exhibit51-sx1.htm (EX-5.1) — 19KB
• exhibit211-sx1.htm (EX-21.1) — 102KB
• exhibit231-sx1.htm (EX-23.1) — 2KB
• image_11.jpg (GRAPHIC) — 82KB
• uls-20240903_g1.jpg (GRAPHIC) — 1061KB
• uls-20240903_g10.jpg (GRAPHIC) — 43KB
• uls-20240903_g11.jpg (GRAPHIC) — 45KB
• uls-20240903_g2.jpg (GRAPHIC) — 67KB
• uls-20240903_g3.jpg (GRAPHIC) — 301KB
• uls-20240903_g4.jpg (GRAPHIC) — 84KB
• uls-20240903_g5.jpg (GRAPHIC) — 230KB
• uls-20240903_g6.jpg (GRAPHIC) — 594KB
• uls-20240903_g7.jpg (GRAPHIC) — 670KB
• uls-20240903_g8.jpg (GRAPHIC) — 101KB
• uls-20240903_g9.jpg (GRAPHIC) — 180KB
• 0001628280-24-039106.txt ( ) — 32443KB
• uls-20240903.xsd (EX-101.SCH) — 110KB
• uls-20240903_cal.xml (EX-101.CAL) — 133KB
• uls-20240903_def.xml (EX-101.DEF) — 709KB
• uls-20240903_lab.xml (EX-101.LAB) — 980KB
• uls-20240903_pre.xml (EX-101.PRE) — 1080KB
• uls-20240903_htm.xml (XML) — 3608KB

RISK FACTORS

RISK FACTORS 23 CAUTIONARY NOTE REGARDING FORWARD–LOOKING STATEMENTS 84

USE OF PROCEEDS

USE OF PROCEEDS 86 DIVIDEND POLICY 87 CAPITALIZATION 88

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 89

BUSINESS

BUSINESS 127 MANAGEMENT 152 COMPENSATION DISCUSSION AND ANALYSIS 162 PRINCIPAL AND SELLING STOCKHOLDERS 193 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 196

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 200 SHARES ELIGIBLE FOR FUTURE SALE 208 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON–U.S. HOLDERS OF OUR CLASS A COMMON STOCK 211

UNDERWRITING

UNDERWRITING 215 LEGAL MATTERS 222 EXPERTS 222 WHERE YOU CAN FIND MORE INFORMATION 222 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F- 1 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 come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions. See "Underwriting." Certain Definitions As used in this prospectus, unless the context otherwise requires: "AHJs" refers to auth

View Full Filing

View this S-1 filing on SEC EDGAR