SEC Comment Letter for ADT Inc. (ADT) (CIK 0001703056) (ADT) — Dec 17, 2019
ADT Inc. (ADT) (CIK 0001703056)
Date: Dec. 17, 2019 · CIK: 0001703056 · Accession: 0000000000-19-016510
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-235331
Letter
December 17, 2019 James D. DeVries President and Chief Executive Officer ADT Inc. 1501 Yamato Road Boca Raton, Florida 33431 Re:ADT Inc. Registration Statement on Form S-3 Filed December 3, 2019 File No. 333-235331 Dear Mr. DeVries: We have limited our review of your registration statement to the issue we have addressed in our 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 our comment, we may have additional comments. Form S-3 filed December 3, 2019 Exclusive Forum Selection , page 10 1.We note your disclosure that the Chancery Court of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for certain litigation. Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such
FirstName LastNameJames D. DeVries Comapany NameADT Inc. December 17, 2019 Page 2 FirstName LastName James D. DeVries ADT Inc. December 17, 2019 Page 2 provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or 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. 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. 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 Scott Anderegg, Staff Attorney at 202-551-3342 or Lilyanna Peyser, Special Counsel at 202-551-3222 if you have questions regarding our comment. Sincerely, Division of Corporation Finance Office of Trade & Services
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December 17, 2019
James D. DeVries
President and Chief Executive Officer
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431
Re:ADT Inc.
Registration Statement on Form S-3
Filed December 3, 2019
File No. 333-235331
Dear Mr. DeVries:
We have limited our review of your registration statement to the issue we have addressed
in our 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 our comment, we may have additional comments.
Form S-3 filed December 3, 2019
Exclusive Forum Selection , page 10
1.We note your disclosure that the Chancery Court of the State of Delaware will, to the
fullest extent permitted by law, be the sole and exclusive forum for certain litigation.
Please disclose whether this provision applies to actions arising under the Securities Act
or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
FirstName LastNameJames D. DeVries
Comapany NameADT Inc.
December 17, 2019 Page 2
FirstName LastName
James D. DeVries
ADT Inc.
December 17, 2019
Page 2
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or 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.
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.
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 Scott Anderegg, Staff Attorney at 202-551-3342 or Lilyanna Peyser,
Special Counsel at 202-551-3222 if you have questions regarding our comment.
Sincerely,
Division of Corporation Finance
Office of Trade & Services