View:
United States securities and exchange commission logo
March 10, 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. 1 to
Registration Statement on Form S-4
Filed February 22,
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
February 9, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors
A significant portion of our revenue..., page 42
1. We note your disclosure
here regarding the potential impact on your business of sanctions
imposed in relation to
the current Russia-Ukraine conflict and your disclosure on page 43
regarding your exposure
to foreign currency fluctuations. Please describe the impact of
Russia s invasion of
the Ukraine on your business. In addition to the general impact,
please also consider
the impact on your supply chain, any impact from sanctions and
export controls and
whether you will need to evaluate any aspects of your business for
impairment. If the
impact is not material, please explain why.
Mark J. Bulanda
Emersub CX, Inc.
March 10, 2022
Page 2
New AspenTech's Charter designates specific courts as the exclusive forum for
certain litigation
that may be initiated by New AspenTech..., page 48
2. We note your response to prior comment 6. Please revise your risk
factor disclosure on
page 48 regarding New AspenTech's exclusive forum provision to reflect
that Section 22
of the Securities Act creates concurrent jurisdiction for federal and
state courts.
Projected Financial Data, page 77
3. We note your response to prior comment 16. Please revise your
registration statement to
include any material information and figures that were considered in
performing this
comparison of New Aspen Tech's peers. Discuss how the comparable
companies were
selected. In addition, disclose if any formal analysis or valuation
framework was prepared
in connection with this comparison.
AspenTech Management Projections, page 79
4. We note your response to prior comment 10. Please quantify the
material estimates and
assumptions used to prepare the AspenTech Management Projections.
Please also
quantify and provide disclosure about the material estimates and
assumptions used to
prepare the Adjusted Emerson Industrial Software Business Projections
and the Adjusted
Projected Synergies and Pro Forma Projections.
Commercial Agreement, page 152
5. You disclose that you anticipate run rate synergies with respect to
revenues achieved
through the Commercial Agreement of approximately $135 million by
2026. Please
provide the basis for the projection and explain the assumptions
underlying this statement
given that you have not yet entered the Commercial Agreement. Also,
disclose the term of
the commercial agreement.
Intellectual Property, page 185
6. We note your response to prior comment 18. Please revise your
disclosure to reflect that
New AspenTech will receive a perpetual, worldwide, royalty-free
license to any
intellectual property related to OSI Inc. and GSS that is not being
transferred in the
business combination.
Management's Discussion and Analysis
License and Solutions Revenue, page 189
7. You disclose several factors that contributed to the increase in license
and solutions
FirstName LastNameMark J. Bulanda
revenue for the three months ended December 21, 2021 compared to the
prior year
Comapany NameEmersub
comparable period. CX, Inc.revise to separately quantify the impact of
each factor where
Please
March possible. Please
10, 2022 Page 2 refer to Items 303(b) and 303(c) of Regulation S-K.
FirstName LastName
Mark J. Bulanda
FirstName LastNameMark J. Bulanda
Emersub CX, Inc.
Comapany
March NameEmersub CX, Inc.
10, 2022
March3 10, 2022 Page 3
Page
FirstName LastName
8. As a related matter, your response to prior comment 20 suggests that
your OSI segment
has not historically engaged in significant software license-only
sales to customers. If
your OSI segment does not anticipate generating significant future
revenues from license-
only sales, please revise your MD&A to clarify that this is not a
trend that you expect to
continue. Please refer to Item 303(c)(2) of Regulation S-K.
Audited Consolidated and Combined Financial Statements
(1) Summary of Significant Accounting Policies
Revenue Recognition, page FS-10
9. We note your response to prior comment 20. You disclose that revenue
for the integrated
solution is recognized over time using an input measure of progress
based on the ratio of
actual costs incurred to date to the total estimated cost to complete.
Please revise to
clarify, if true, that revenue associated with the integrated solution
is recognized over a
time period that ends once implementation is complete (which appears
to be up to two
years).
10. You disclose on page FS-11 that for perpetual licenses, maintenance is
initially sold with
the license and subsequently sold separately. Please revise to clarify
if you recognize the
initial sale of maintenance as its own performance obligation,
separate from the integrated
solution (which includes perpetual license, professional services and
hardware). If so,
please revise to clarify the time period used to recognize initial
maintenance revenue. If
you combine the initial sale of maintenance with the integrated
solution into a single
performance obligation, please explain your basis for doing so
considering maintenance
services are available to be purchased separately after the
implementation phase.
11. In your response to comment 20, you indicate that OSI Inc. sold and
delivered a perpetual
software license to a third-party technology services provider and
reseller during the
quarter ended December 31, 2021. Please tell us which country this
provider is located in
and the country (or countries) where this provider is permitted to use
the license you sold
to them.
Unaudited Consolidated and Combined Financial Statements
Unaudited Consolidated and Combined Balance Sheets, page FS-26
12. It appears that you have typos in the amounts presented for current
contract assets,
deferred tax assets and income taxes payable as of September 30, 2021.
The amounts
presented are not consisted with amounts for the same period on page
FS-5. Please revise
accordingly. As a related matter, please consider revising the
presentation of all columnar
presentations of financial information throughout the filing so that
all amounts are aligned
to the right.
Mark J. Bulanda
FirstName LastNameMark J. Bulanda
Emersub CX, Inc.
Comapany
March NameEmersub CX, Inc.
10, 2022
March4 10, 2022 Page 4
Page
FirstName LastName
Annex B, page B-1
13. We note your response to prior comment 15. Please revise Section 11 to
clarify that the
exclusive forum provision does not apply to actions arising under the
Exchange Act.
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,
Division of
Corporation Finance
Office of
Technology
cc: Phillip R. Mills