United States securities and exchange commission logo

                              September 13, 2021

       Vafa Jamali
       President and Chief Executive Officer
       ZB SpinCo Holdings, Inc.
       10225 Westmoor Drive
       Westminster, CO 80021

                                                        Re: ZB SpinCo Holdings,
                                                            Draft Registration
Statement on Form 10
                                                            Submitted August 9,
                                                            CIK No. 0001876588

       Dear Mr. Jamali:

              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

             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

       Draft Registration Statement on Form 10 submitted August 9, 2021

       Exhibit 99.1 Information Statement
       Market, Industry and Other Data, page i

   1.                                                   Please amend your
disclosure to clarify that you are liable for the market and industry data
                                                        you included in your
registration statement.
       Information Statement Summary
       Business Overview, page 10

   2.                                                   Please revise your
summary to provide a more balanced discussion of your company and
                                                        products. Balance the
discussion of your market leadership and your strengths on page 10
                                                        with an equally
prominent discussion of your weaknesses, including your plan to incur
 Vafa Jamali
ZB SpinCoLastNameVafa
           Holdings, Inc. Jamali
Comapany 13,
September NameZB
              2021 SpinCo Holdings, Inc.
Page 2    13, 2021 Page 2
FirstName LastName
         indebtedness prior to or at the time of the distribution.
Risk Factors
If we fail to comply with healthcare fraud and abuse laws and regulations, we
could face
substantial penalties, page 32

3.        Please expand your risk factor here to discuss briefly the FCPA
matter and its
         consequences, including expenses related to the independent compliance
We are increasingly dependent on sophisticated information technology, page 34

4.       We note that you "have experienced instances of successful phishing
attacks" and "are
         also subject to other cyber-attacks." To the extent you have been
materially impacted by a
         cybersecurity breach, please include a description of the incident,
costs, and other
         consequences. For additional guidance, please refer to CF Disclosure
Guidance Topic No.
         2 on Cybersecurity.
If the distribution, together with certain related transactions, does not
qualify as a transaction that
is generally tax-free , page 39

5.       Please revise to clarify that the conditions that you obtain a private
letter ruling from the
         IRS and opinion(s) from tax advisors are waivable conditions.
Until the separation and distribution occur, the Zimmer Biomet board of
directors has sole and
absolute discretion to change the terms, page 40

6.       We note your disclosure on page 56 that "Zimmer Biomet will have sole
and absolute
         discretion to waive any of the conditions to the distribution." Please
consider expanding
         your risk factor disclosure here to discuss potential consequences if
certain conditions to
         the distribution are waived.
Sales and Distribution, page 80

7.        Please supplement your disclosure to include the approximate
headcount of the number of
         independent sales agents and exclusive distributors in your network,
as referenced on page
Intellectual Property, page 81

8.       To the extent that you consider any of your patents, or series of
related patents, material to
         your business, please disclose the specific products, product groups
and technologies to
         which such patents relate, whether they are owned or licensed, the
type of patent
         protection you have, the expiration dates, the applicable
jurisdictions and whether there
         are any contested proceedings or third-party claims.
Properties, page 84
 Vafa Jamali
ZB SpinCoLastNameVafa
           Holdings, Inc. Jamali
Comapany 13,
September NameZB
              2021 SpinCo Holdings, Inc.
Page 3    13, 2021 Page 3
FirstName LastName
9.       Please expand your disclosure to include the locations of your five
manufacturing sites,
         whether you own or lease these properties and to describe the general
character of these
         facilities. Refer to Item 102 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of
Non-GAAP Operating Performance Measures, page 96

10.      Please address the following regarding your Non-GAAP adjustments and
             Please clarify the nature of the costs included in your adjustment
for "Costs that are
              not essential to ongoing operations" and provide an analysis for
each component of
              this adjustment as to whether or not this adjustment complies
with Item 10(e) of
              Regulation S-K. Specifically address Non-GAAP Financial Measures
              and Disclosure Interpretations, Question 100.01 in detail for
those components in
              your response.
             As part of your response, clearly discuss the extent to which you
would have been
              able to continue selling certain products in Europe without
incurring the costs of
              compliance with the European Union Medical Device Regulations.
Provide a similar
              discussion addressing how the Deferred Prosecution Agreement
referred to here
              relates to your revenue generating activities.
Description of our Capital Stock
Exclusive Forum, page 134

11.      We note that your forum selection provision identifies a state or
federal court located
         within the State of Delaware as the exclusive forum for certain
litigation, including any
            derivative action.    Please disclose here as well as in your risk
factor on page 34 whether
         this provision applies to actions arising under the Exchange Act. If
this provision does not
         apply to actions arising under the Exchange Act, please also ensure
that the exclusive
         forum provision in the governing documents states this clearly, or
tell us how you will
         inform investors in future filings that the provision does not apply
to any actions arising
         under the Securities Act or Exchange Act.
Combined Financial Statements of the Spine and Dental Businesses of Zimmer
Holdings, Inc.
Note 16. Segment Data, page F-27

12.      You disclose here that your CODM evaluates performance based upon
segment operating
         profit exclusive of related party transactions, expenses incurred by
you related to your
         Parent   s products and operating expenses pertaining to share-based
         intangible asset amortization, goodwill impairment, integration
expenses, restructuring
         expenses and "other various charges that are not considered essential
to the ongoing
         operations of spine and dental" businesses. However, we note that a
number of these
         expenses including but not limited to share-based compensation and
intangible asset
 Vafa Jamali
ZB SpinCo Holdings, Inc.
September 13, 2021
Page 4
      amortization appear essential to certain of your revenue streams.
Further, tell us and
      revise to clarify whether you are backing out the expenses related to
European Union
      Medical Device Regulations and Deferred Prosecution Agreement referred to
in footnote
      (3) on page 96. Revise your segment disclosure here to acknowledge that
certain of these
      expenses appear essential to the generation of revenue streams reflected
in your segment
      measure and not to imply that all such expenses are not essential to your
       You may contact Christine Torney at 202-551-3652 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Ansart at 202-551-4511 or Suzanne Hayes at 202-551-3675 with
any other

FirstName LastNameVafa Jamali
                                                          Division of
Corporation Finance
Comapany NameZB SpinCo Holdings, Inc.
                                                          Office of Life
September 13, 2021 Page 4
cc:       Mort Pierce
FirstName LastName