United States securities and exchange commission logo
May 13, 2021
Jean-Michel Ribi ras
Chief Executive Officer
Sylvamo Corporation
6400 Poplar Avenue
Memphis, TN 38197
Re: Sylvamo Corporation
Draft Registration
Statement on Form 10
Submitted April 16,
2021
CIK No. 0001856485
Dear Mr. Ribi ras:
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
Business Segment Results, page 81
1. We note you disclose
Net Sales and Operating Profit (Loss) for each of your three
operating segments;
however, it is not clear to us how the amounts disclosed and
discussed in the
related narrative disclosures correlate to changes in the segment financial
measures you present.
Please revise your narrative disclosures to ensure you adequately
quantify and discuss
the factors that impacted the segment financial measures you present
during each period.
Jean-Michel Ribi ras
FirstName LastNameJean-Michel Ribi ras
Sylvamo Corporation
Comapany
May NameSylvamo Corporation
13, 2021
May 13,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
2019 Compared to 2018 , page 81
2. We note your discussion of net sales and income taxes for the periods.
Please expand the
discussion of your consolidated results to provide a more
comprehensive and quantified
discussion and analysis of the factors that impacted other line items
such as, but not
limited to, selling and administrative expenses and distribution
expenses, as applicable.
Registration Rights Agreements, page 84
3. Please disclose whether there are any maximum cash penalties under the
registration
rights agreement, if applicable. Please also disclose any additional
penalties resulting from
delays in registering your common stock. Please ensure any disclosures
required by ASC
825-20-50-1 are provided.
Business Our Raw Materials, page 110
4. We note Sylvamo has long-term harvesting rights on 865,000 acres of
government-owned
forestland in Russia, that yield 2.3 million tons of wood fiber used
as raw material in its
mill. Please consider whether the nature and duration of these
harvesting rights should be
described in light of the requirements of Item 101(c)(1)(iii) and/or
(iv) of Regulation S-K.
Directors and Executive Officers, page 119
5. We note that only one director is currently identified (Chairman
Jean-Michel Ribi ras)
and that the Company states, "We are in the process of identifying
independent directors
to serve on our board of directors at or following the time of the
distribution." Please
advise as to the timeframe within which the Company intends to
determine the size and
composition of the Board of Directors. If the Information Statement
will not be amended
prior to effectiveness to include the requisite information for
directors and nominees,
please consider revising to indicate when the director nomination
process will be
completed and the means by such information will be provided to
shareholders. In
addition, please specify the period, if any, during which Mr. Ribi
ras has served as a
director of Sylvamo as required by Item 401(a) of Regulation S-K.
Executive Compensation, page 123
6. We note the Company has not provided historical compensation
information pursuant to
Item 402(a) and Item 407(e)(4) of Regulation S-K. Please address the
absence of this
disclosure in light of the guidance contained in Regulation S-K
Compliance and
Disclosure Interpretation 217.01.
Security Ownership of Certain Beneficial Owners and Management, page 124
7. We note the table in this section is based on each person s
beneficial ownership of
Jean-Michel Ribi ras
Sylvamo Corporation
May 13, 2021
Page 3
International Paper common stock on the record date. In light of recent
13G and 13G/A
filings in respect of International Paper's shares, please revise the
table as appropriate to
include non-management beneficial owners, including their addresses as
specified by Item
403(a) of Regulation S-K.
Financial Statements
General, page F-1
8. Please note the updating requirements of Rule 3-12 of Regulation S-X.
Note 9 Income Taxes, page F-24
9. We note your disclosures on page F-27 related to the Brazilian Federal
Revenue
Service. Please clarify the amount of the surety bond provided by
International Paper that
you may be required to replace.
You may contact Anne Mcconnell at 202-551-3709 or Ernest Greene at
202-551-3733 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any other
questions.
Sincerely,
FirstName LastNameJean-Michel Ribi ras
Division of
Corporation Finance
Comapany NameSylvamo Corporation
Office of
Manufacturing
May 13, 2021 Page 3
cc: Eric T. Juergens
FirstName LastName