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United States securities and exchange commission logo
January 6, 2021
Mark Dorfman
Executive Vice President
Leonardo DRS, Inc.
2345 Crystal Drive
Suite 1000
Arlington, Virginia 22202
Re: Leonardo DRS, Inc.
Draft Registration
Statement on Form S-1
Submitted December
10, 2020
CIK No. 0001833756
Dear Mr. Dorfman:
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 S-1 filed December 10, 2020
General
1. Please provide us
supplemental copies of all written communications as defined in
Rule 405 under the
Securities Act that you or anyone authorized to do so on your behalf
have presented or
expect to present to potential investors in reliance on Section 5(d) of
the Securities Act,
whether or not you retained or intend to retain copies of
those communications.
Please contact the legal staff associated with the review of this
filing to discuss how
to submit the materials, if any, to us for our review.
Mark Dorfman
FirstName LastNameMark Dorfman
Leonardo DRS, Inc.
Comapany
January NameLeonardo DRS, Inc.
6, 2021
January
Page 2 6, 2021 Page 2
FirstName LastName
Prospectus Summary
History of the Company, page 9
2. Noting your disclosure that you first became a publicly traded company
in 1981, please
revise your discussion to clarify whether you ceased public trading in
the United States
when you were acquired in 2008.
Risk Factors
Our international business exposes us to additional risks..., page 36
3. We note your disclosure that for the years ended December 31, 2019 and
2018,
approximately 4% and 6%, respectively, of your revenue was derived
from sales to
foreign customers and governments. Please tell us the foreign
customers and governments
that comprise this revenue.
Our amended and restated certificate of incorporation will designate the Court
of Chancery of the
State of Delaware..., page 55
4. Please revise your disclosure to clarify, if true, that the exclusive
forum provision will not
apply to any claim or action arising under the Securities Act or the
Exchange Act. Your
disclosure as written appears to apply only to claims governed by the
internal affairs
doctrine. Please also include this disclosure on page 156.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 78
5. Please discuss in greater detail the business reasons for the changes
between periods in
your revenue and expense line items. In addition, please enhance your
disclosure to
discuss the business reasons for the changes between periods in the
significant line items
of each of your segments. In doing so, please disclose the amount of
each significant
change in line items between periods and the business reasons for it.
In circumstances
where there is more than one business reason for the change, attempt
to quantify the
incremental impact of each individual business reason discussed on the
overall change in
the line item. See Item 303(a)(3) of Regulation S-K.
Certain Relationships and Related Party Transactions
Relationship with Leonardo S.p.A. Following this Offering
Proxy Agreement, page 139
6. Please remove the disclosure stating that the discussion of the
amended and restated proxy
agreement and commitment letter is qualified by reference to the forms
that will be filed
as exhibits, and instead include a representation that all material
terms of the agreement
and letter have been discussed in this section.
Mark Dorfman
FirstName LastNameMark Dorfman
Leonardo DRS, Inc.
Comapany
January NameLeonardo DRS, Inc.
6, 2021
January
Page 3 6, 2021 Page 3
FirstName LastName
7. Please confirm that each of the five proxy holders will be permitted
to vote 20% of US
Holding's shares of common stock. Please revise the table on page 138
to reflect the
voting power of each of the proxy holders.
Registration Rights Agreement, page 145
8. You disclose that you will enter into a registration rights agreement
with Leonardo S.p.A.
and US Holding prior to this offering. Please disclose whether you
anticipate any
maximum cash penalties under the registration rights agreement and/or
any additional
penalties resulting from delays in registering your common stock.
Refer to ASC 825-20-
50-1.
You may contact Jeff Gordon at 202-551-3866 or Kevin Stertzel at
202-551-3723 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing