SEC Comment Letter for Ingersoll Rand Inc. (IR) (CIK 0001699150) (IR) — Jan 14, 2020
Ingersoll Rand Inc. (IR) (CIK 0001699150)
Date: Jan. 14, 2020 · CIK: 0001699150 · Accession: 0000000000-20-000327
AI Filing Summary & Sentiment
File numbers found in text: 333-235748
Letter
January 13, 2020 Vicente Reynal Chief Executive Officer Gardner Denver Holdings, Inc. 222 East Erie Street, Suite 500 Milwaukee, WI 53202 Re:Gardner Denver Holdings, Inc. Registration Statement on Form S-4 Filed December 30, 2019 File No. 333-235748 Dear Mr. Reynal: We have reviewed your registration statement and have the following comment. In our comment, 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 comment applies 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 the comment, we may have additional comments. Registration Statement on Form S-4 Filed on December 30, 2019 Exhibits 1.Please provide revised tax opinions for Exhibits 8.1 and 8.2 that opine on the material tax consequences of the transactions. Currently, these opinions provide a legal conclusion as it relates to one or more Internal Revenue Code provisions, but opine on the accuracy of the disclosure in the registration statement rather than the material tax consequences. For guidance, please refer to Section III.C.1 and 2 of CF Staff Legal Bulletin No. 19.
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.
FirstName LastNameVicente Reynal Comapany NameGardner Denver Holdings, Inc. January 13, 2020 Page 2 FirstName LastName Vicente Reynal Gardner Denver Holdings, Inc. January 13, 2020 Page 2 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 Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Lisa Haynes Etheredge, Staff Accountant, at (202) 551-3424 if you have questions regarding comments on the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other questions. Sincerely, Division of Corporation Finance Office of Technology
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January 13, 2020
Vicente Reynal
Chief Executive Officer
Gardner Denver Holdings, Inc.
222 East Erie Street, Suite 500
Milwaukee, WI 53202
Re:Gardner Denver Holdings, Inc.
Registration Statement on Form S-4
Filed December 30, 2019
File No. 333-235748
Dear Mr. Reynal:
We have reviewed your registration statement and have the following comment. In our
comment, 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 comment applies 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 the comment, we may have additional comments.
Registration Statement on Form S-4 Filed on December 30, 2019
Exhibits
1.Please provide revised tax opinions for Exhibits 8.1 and 8.2 that opine on the material tax
consequences of the transactions. Currently, these opinions provide a legal conclusion as
it relates to one or more Internal Revenue Code provisions, but opine on the accuracy of
the disclosure in the registration statement rather than the material tax consequences. For
guidance, please refer to Section III.C.1 and 2 of CF Staff Legal Bulletin No. 19.
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.
FirstName LastNameVicente Reynal
Comapany NameGardner Denver Holdings, Inc.
January 13, 2020 Page 2
FirstName LastName
Vicente Reynal
Gardner Denver Holdings, Inc.
January 13, 2020
Page 2
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 Joseph Cascarano, Staff Accountant, at (202) 551-3376 or Lisa Haynes
Etheredge, Staff Accountant, at (202) 551-3424 if you have questions regarding comments on
the financial statements and related matters. Please contact Edwin Kim, Staff Attorney, at (202)
551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology