United States securities and exchange commission logo
March 1, 2022
Joseph Busky
Chief Executive Officer
Coronado Topco, Inc.
1001 Route 202
Raritan, NJ 08869
Re: Coronado Topco,
Inc.
Registration
Statement on Form S-4
Filed January 31,
2022
File No. 333-262434
Dear Mr. Busky:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Cover page
1. Please disclose on the
cover page that the number of TopCo shares that Quidel
stockholders will
receive in the Quidel Merger and that Ortho shareholders will receive in
the Ortho scheme is
based on a fixed exchange ratio that will not be adjusted to reflect
changes in the market
value of the Quidel shares or Ortho shares, as discussed on page 32.
Summary
Information about the Parties to the Combinations
Ortho Clinical Diagnostics Holdings plc, page 13
2. Please revise to
discuss in the prospectus summary the fact that Ortho s current net debt of
$2.0 billion is
expected to continue to be outstanding and that it may incur significant
Joseph Busky
FirstName LastNameJoseph Busky
Coronado Topco, Inc.
Comapany
March NameCoronado Topco, Inc.
1, 2022
March2 1, 2022 Page 2
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FirstName LastName
additional indebtedness in the future. We note risk factor disclosure
to this effect on
pages 38 and 73. Additionally, disclose Ortho's history of net losses
and if material,
unfunded pension liabilities, as referenced on page 74, jurisdiction
of organization, the
date of its IPO, Carlyle's beneficial ownership before and after the
combinations and
board designation rights. As drafted shareholders are provided with
little information
regarding its business history, which is material to a decision of how
to vote in relation to
the proposed business combination. Please also discuss the deed of
irrevocable
undertaking delivered by the Carlyle stockholder, as referenced on
page 253, and disclose
the percentage of Ortho outstanding shares needed to approve the Ortho
scheme in
addition to those voted by the Carlyle stockholder.
Cautionary Statement Concerning Forward-Looking Statements, page 29
3. We note the statement on this page that investors "should not place
undue reliance" on
forward-looking statements. Please revise this statement to eliminate
any implication that
investors are not entitled to rely on the information included in the
registration statement.
Please also revise similar statements on pages 30 and 220.
Risk Factors
The Topco Bylaws will designate the Court of Chancery of the State of Delaware
(the "Court of
Chancery") as the sole and exclusive forum..., page 40
4. We note that the forum selection provision identifies the Court of
Chancery of the State of
Delaware as the exclusive forum for certain litigation, including
"claims in the right of
Topco that are based upon a violation of duty by a current or former
director, officer,
employee or stockholder in such capacity." Please disclose whether
this provision applies
to actions arising under the Exchange Act. In this regard, we note
that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
duty or liability created by the Exchange Act or the rules and
regulations thereunder. To
the extent the provision does not apply to claims arising under the
Exchange Act, please
ensure that the exclusive forum provision in your governing documents
states this clearly.
Please also disclose that there is uncertainty as to whether a court
would enforce your
federal forum selection provision and that investors cannot waive
compliance with the
federal securities laws and the rules and regulations thereunder. In
this regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created
by the Securities Act
or the rules and regulations thereunder. Please also disclose that
there is a risk your
exclusive forum provisions may result in increased costs for an
investor to bring a claim.
Risks Relating to Ortho's Business
Global market, economic and political conditions may adversely affect Ortho's
operations and
performance., page 46
5. Please file the Revolving Credit Facility and the Senior Secured
Credit Facilities as
Joseph Busky
FirstName LastNameJoseph Busky
Coronado Topco, Inc.
Comapany
March NameCoronado Topco, Inc.
1, 2022
March3 1, 2022 Page 3
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FirstName LastName
exhibits or provide your analysis as to why you do not believe filing
is required. Refer to
Item 601(b)(10) of Regulation S-K.
Unaudited Pro Forma Combined Statement of Income, page 79
6. It appears that your gross profit line item does not reflect all the
costs of revenue in that it
excludes amortization of intangible assets. Please tell us how you
determined that your
presentation is appropriate and complies with Staff Accounting
Bulletin Topic 11.B.
Otherwise, revise your annual and interim presentation to remove the
gross profit line
item or to present gross profit that reflects all costs of revenue.
Business of Quidel
Products , page 127
7. We note your disclosure on page 127 that Quidel entered into
agreements with Beckman
Coulter to resolve litigation between Quidel and Beckman Coulter under
which Quidel
will continue to supply Beckman Coulter products related to this
business and receive
payments of between $70 and $75 million per year through 2029 under
these
arrangements. Please file these agreements as exhibits or provide your
analysis as to why
you do not believe filing is required. Refer to Item 601(b)(10) of
Regulation S-K.
8. Please disclose the duration and effect of all material patents or
patent families,
trademarks or licenses held by Quidel or provide a cross reference to
the document in
which this information is incorporated by reference. This disclosure
should disclose the
type of patents (i.e., composition of matter, use, or process), the
products to which such
patents relate, the jurisdiction and anticipated expiry. Refer to Item
101 of Regulation S-
K.
Business of Ortho
Ortho's Competitive Strengths, page 131
9. We note your disclosure on page 132 that Ortho won a five-year
contract with a five-year
extension option with Creative Testing Solutions and that, under this
contract, Ortho is
Creative Testing Solutions primary supplier of serology Donor
Screening testing in the
United States. Please file this agreement as an exhibits or provide
your analysis as to
why you do not believe filing is required. Refer to Item 601(b)(10) of
Regulation S-K.
Additionally, please revise to describe and quantify the benefits and
obligations under this
agreement and disclose the term and termination provisions.
Highly compelling solutions supported by its leading and innovative research
and development
capabilities, page 133
10. We note your disclosure that Ortho has partnered with Quotient to
commercialize, when
approved, the next generation product in IH that enables a high level
of multiplexing and
addresses the ultra-high throughput market. Please file this agreement
as an exhibit or
provide your analysis as to why you do not believe filing is required.
Additionally, please
Joseph Busky
FirstName LastNameJoseph Busky
Coronado Topco, Inc.
Comapany
March NameCoronado Topco, Inc.
1, 2022
March4 1, 2022 Page 4
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FirstName LastName
revise to describe and quantify the benefits and obligations under
this agreement and
disclose the term and termination provisions.
Key Products - Transfusion Medicine, page 141
11. We note your disclosure in the table stating that certain key products
are "safe." Please
clarify whether these products have been approved by the FDA or
comparable foreign
regulator and if they were not, please remove these safety references.
Intellectual Property, page 144
12. Please disclose the duration and effect of all material patents or
patent families,
trademarks or licenses held by Ortho. This disclosure should disclose
the type of patents
(i.e., composition of matter, use, or process), the products to which
such patents relate, the
jurisdiction and anticipated expiry. Refer to Item 101 of Regulation
S-K.
Collaboration Arrangements, page 145
13. We note your disclosure that Ortho s Joint Business is a
collaboration with Grifols
relating to its Hepatitis and HIV diagnostics business and that this
arrangement is
governed by an agreement originally entered into in 1989 with a
50-year term. Please file
this agreement as an exhibit or provide your analysis as to why you do
not believe filing is
required. Additionally, please describe and quantify the benefits and
obligations under this
agreement and disclose the term and termination provisions.
Background of the combinations, page 193
14. We note your discussion of the negotiations from the December 20
proposal to the Ortho
Scheme Consideration. Please expand your disclosure to discuss how the
Quidel board
arrived at the Ortho Scheme Consideration. Address in your revisions
the extent to which
the Quidel board relied on forecasts prepared by Quidel management
and/or Ortho
management, including the Ortho Synergies Estimates. Additionally,
please expand your
disclosure to more specifically describe the role of Citi in advising
the Quidel board as
well as the role of Carlyle in the negotiations.
Opinion of Perella Weinberg Partners LP as Financial Advisor to Quidel
Selected Publicly Traded Companies Analysis, page 207
15. Please revise your disclosure to specifically describe the selection
criteria for the publicly
traded companies analysis, rather than refer generally to the
similarity of the lines of
business to Quidel and Ortho s lines of business. Please make
similar revisions to the
discussion of companies selected by J.P. Morgan on page 215.
Unaudited Forward-Looking Financial Information, page 219
16. We note your discussion of Case 1 and Case 2 projections on page 220,
Quidel
Management Projections for Ortho on page 221, Ortho Management
Projections for Ortho
Joseph Busky
FirstName LastNameJoseph Busky
Coronado Topco, Inc.
Comapany
March NameCoronado Topco, Inc.
1, 2022
March5 1, 2022 Page 5
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on page 222, Ortho Management Projections for Quidel on pages 223-224
and synergy
estimates for TopCo on page 224. In each case, revise to specifically
describe the
assumptions that were used to produce the projections and risks to
these assumptions.
Material U.S. Federal Income Tax Considerations , page 264
17. Please remove the disclaimer on page 265 indicating that the
discussion of material tax
considerations are provided for informational purposes only.
Material U.S. Federal Income Tax Considerations to U.S. Holders of Quidel
Shares of the Quidel
Merger , page 266
18. We note your disclosure that Section 351(a) provides that no gain or
loss shall be
recognized on the exchange of the Quidel Shares solely for TopCo
Shares. Please revise to
state such conclusion as the opinion of named counsel and file an
opinion of counsel as an
exhibit to your registration statement. For guidance, refer to Section
III of Staff Legal
Bulletin No. 19.
Comparison of Rights of Holders of Quidel, Ortho, and TopCo, page 270
19. We note your statement that the discussion is qualified in its
entirety by reference to the
DGCL, the UK Companies Act and Quidel s, Ortho s and Topco s
organizational
documents. It is not appropriate to qualify your disclosure by
reference to information
that is not included in the prospectus or filed as an exhibit to the
registration statement.
Please revise accordingly.
20. We note the comparison of existing rights of Quidel and Ortho
stockholders against the
rights of TopCo shareholders. Please tell us why you are not
presenting approval of
TopCo s charter as a separate proposal. In addition, please present
each provision of
TopCo s organizational documents that represents a material change
to the rights of
Quidel and Ortho shareholders as a separate proposal so that
shareholders have an
opportunity to express their views separately on material provisions
that will establish
their substantive rights as shareholders. In the alternative, please
tell us why you believe
you are not required to do so. See Question 201.01 and 201.02 of
Exchange Act Rule 14a-
4(a)(3) Compliance and Disclosure Interpretations for additional
guidance.
General
21. Please provide us with copies of the materials that your respective
financial advisors
prepared and shared with the Quidel and/or Ortho boards in connection
with the
combinations, including any board books, transcripts and summaries of
oral presentations
made to the boards. We may have additional comments after we review
those materials.
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.
Joseph Busky
Coronado Topco, Inc.
March 1, 2022
Page 6
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michael Fay at 202-551-3812 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Christine Westbrook at 202-551-5019
with any other
questions.
Sincerely,
FirstName LastNameJoseph Busky
Division of
Corporation Finance
Comapany NameCoronado Topco, Inc.
Office of Life
Sciences
March 1, 2022 Page 6
cc: Branden C. Berns, Esq.
FirstName LastName