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United States securities and exchange commission logo
April 1, 2022
Mark J. Bulanda
President
Emersub CX, Inc.
c/o Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, MO 63136
Re: Emersub CX, Inc.
Amendment No. 2 to
Registration Statement on Form S-4
Filed on March 18,
2022
File No. 333-262106
Dear Mr. Bulanda:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our March
10, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
A significant portion of our revenue will be attributable to operations
outside the United States...,
page 42
1. To the extent material,
please disclose the risk that you may suffer reputational damage
arising from your
ongoing operations in Russia given Russia s invasion of the Ukraine
and the current
conflict. Disclose that this could negatively impact the overall demand for
your products or
services and your results of operations. Additionally, disclose any
known trends or
uncertainties that have had or are reasonably likely to have a material
impact on your
liquidity, financial position, or results of operations as a result of the
conflict.
Mark J. Bulanda
Emersub CX, Inc.
April 1, 2022
Page 2
Our software research and development initiatives, our customer relationships,
and our
customers' operations could be compromised..., page 46
2. Disclose the risk of potential cyberattacks by state actors as a result
of Russia s ongoing
conflict with Ukraine and whether you have taken actions to mitigate such
potential
cyberattacks.
Adjusted Projected Synergies and Pro Forma Projections, page 83
3. We note your response to prior comment 4. Please clarify that your
disclosure of the
Adjusted Projected Synergies reflects quantitative and qualitative data
points that were
derived from the proprietary data and experience of both Emerson
management and
AspenTech management and that the Adjusted Projected Synergies were
driven in part by
the financial and operational data of the expected transformation of the
business model of
the Emerson Industrial Software Business following the completion of the
transactions
and its integration into the AspenTech business.
You may contact Lisa Etheredge, Senior Staff Accountant, at (202)
551-3424 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Patrick Faller, Staff
Attorney, at (202) 551-4438 or Jeff Kauten, Staff Attorney, at (202) 551-3447
with any other
questions.
Sincerely,
FirstName LastNameMark J. Bulanda
Division of
Corporation Finance
Comapany NameEmersub CX, Inc.
Office of
Technology
April 1, 2022 Page 2
cc: Phillip R. Mills
FirstName LastName