SEC Company Response from ADT Inc. (ADT) (CIK 0001703056) (ADT) — Jan 17, 2018
ADT Inc. (ADT) (CIK 0001703056)
Date: Jan. 17, 2018 · CIK: 0001703056 · Accession: 0001193125-18-011982
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-222233
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Attention: Mr. Larry Spirgel ADT Inc. Registration Statement on Form S-1 (File No. 333-222233)
Dear Mr. Spirgel:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”) relating to the registration of 127,777,778 shares (including 16,666,667 shares to cover over-allotments) of the common stock, par value $0.01 per share, of ADT Inc. (the “Company”) be accelerated to January 18, 2018 at 2:00 p.m. E.S.T. or as soon thereafter as may be practicable.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Tracey A. Zaccone of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3085.
*****
Very truly yours,
By:
/s/ P. Gray Finney
Name:
P. Gray Finney
Title:
Senior Vice President, Chief Legal Officer & Secretary
January 17, 2018
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Goldman, Sachs & Co.
200 West Street
New York, New York 10282-2198
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
RBC Capital Markets, LLC
200 Vesey Street
New York, New York 10281
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Larry Spirgel
Re: ADT Inc.
Registration Statement on Form S-1 (Form No. 333-222233)
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we, the representatives of the several prospective underwriters, wish to advise that between January 8, 2018 and the date hereof, approximately 5,098 copies of the Preliminary Prospectus, dated January 8, 2018, were distributed to prospective underwriters, institutional investors, prospective dealers and others.
The undersigneds, as representatives of the several prospective underwriters, have and will, and each underwriter and dealer has advised the undersigneds that it has and, will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m., Washington, D.C. time, on January 18, 2018 or at such later time as ADT Inc. or its counsel may orally request via telephone call to the staff of the Division of Corporate Finance of the Securities and Exchange Commission.
[Remainder of page intentionally left blank]
Very truly yours,
MORGAN STANLEY & CO. LLC
GOLDMAN SACHS & CO. LLC
BARCLAYS CAPITAL INC.
DEUTSCHE BANK SECURITIES INC.
RBC CAPITAL MARKETS, LLC
As representatives of the prospective underwriters
MORGAN STANLEY & CO. LLC
By:
/s/ Lauren Garcia Belmonte
Name:
Laurent Garcia Belmonte
Title:
Executive Director
Very truly yours,
MORGAN STANLEY & CO. LLC
GOLDMAN SACHS & CO. LLC
BARCLAYS CAPITAL INC.
DEUTSCHE BANK SECURITIES INC.
RBC CAPITAL MARKETS, LLC
As representatives of the prospective underwriters
GOLDMAN SACHS & CO. LLC
By:
/s/ Raffael Fiumara
Name:
Raffael Fiumara
Title:
Vice President
Very truly yours,
MORGAN STANLEY & CO. LLC
GOLDMAN SACHS & CO. LLC
BARCLAYS CAPITAL INC.
DEUTSCHE BANK SECURITIES INC.
RBC CAPITAL MARKETS, LLC
As representatives of the prospective underwriters
BARCLAYS CAPITAL INC.
By:
/s/ Victoria Hale
Name:
Victoria Hale
Title:
Vice President
Very truly yours,
MORGAN STANLEY & CO. LLC
GOLDMAN SACHS & CO. LLC
BARCLAYS CAPITAL INC.
DEUTSCHE BANK SECURITIES INC.
RBC CAPITAL MARKETS, LLC
As representatives of the prospective underwriters
DEUTSCHE BANK SECURITIES INC.
By:
/s/ Jeremy Fox
Name:
Jeremy Fox
Title:
Managing Director
Very truly yours,
MORGAN STANLEY & CO. LLC
Show Raw Text
CORRESP 1 filename1.htm Acceleration Request ADT INC. 1501 Yamato Road Boca Raton, Florida 33431 January 17, 2018 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Larry Spirgel ADT Inc. Registration Statement on Form S-1 (File No. 333-222233) Dear Mr. Spirgel: Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “S-1”) relating to the registration of 127,777,778 shares (including 16,666,667 shares to cover over-allotments) of the common stock, par value $0.01 per share, of ADT Inc. (the “Company”) be accelerated to January 18, 2018 at 2:00 p.m. E.S.T. or as soon thereafter as may be practicable. We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Tracey A. Zaccone of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3085. ***** Very truly yours, By: /s/ P. Gray Finney Name: P. Gray Finney Title: Senior Vice President, Chief Legal Officer & Secretary January 17, 2018 Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 Goldman, Sachs & Co. 200 West Street New York, New York 10282-2198 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Larry Spirgel Re: ADT Inc. Registration Statement on Form S-1 (Form No. 333-222233) Ladies and Gentlemen: In connection with the above-captioned Registration Statement, we, the representatives of the several prospective underwriters, wish to advise that between January 8, 2018 and the date hereof, approximately 5,098 copies of the Preliminary Prospectus, dated January 8, 2018, were distributed to prospective underwriters, institutional investors, prospective dealers and others. The undersigneds, as representatives of the several prospective underwriters, have and will, and each underwriter and dealer has advised the undersigneds that it has and, will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m., Washington, D.C. time, on January 18, 2018 or at such later time as ADT Inc. or its counsel may orally request via telephone call to the staff of the Division of Corporate Finance of the Securities and Exchange Commission. [Remainder of page intentionally left blank] Very truly yours, MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS, LLC As representatives of the prospective underwriters MORGAN STANLEY & CO. LLC By: /s/ Lauren Garcia Belmonte Name: Laurent Garcia Belmonte Title: Executive Director Very truly yours, MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS, LLC As representatives of the prospective underwriters GOLDMAN SACHS & CO. LLC By: /s/ Raffael Fiumara Name: Raffael Fiumara Title: Vice President Very truly yours, MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS, LLC As representatives of the prospective underwriters BARCLAYS CAPITAL INC. By: /s/ Victoria Hale Name: Victoria Hale Title: Vice President Very truly yours, MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS, LLC As representatives of the prospective underwriters DEUTSCHE BANK SECURITIES INC. By: /s/ Jeremy Fox Name: Jeremy Fox Title: Managing Director Very truly yours, MORGAN STANLEY & CO. LLC GOLDMAN SACHS & CO. LLC BARCLAYS CAPITAL INC. DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS, LLC As representatives of the prospective underwriters RBC CAPITAL MARKETS, LLC By: /s/ Michael Goldberg Name: Michael Goldberg Title: Managing Director