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 August 21, 2025

Jeffrey Likosar
President and Chief Financial Officer
ADT Inc.
1501 Yamato Road
Boca Raton, FL 33431

 Re: ADT Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-38352
Dear Jeffrey Likosar:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 Document ADT Inc. 1501 Yamato Road Boca Raton, FL 33431 August 18, 2025 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Shapiro Division of Corporation Finance Office of Trade & Services Lyn Shenk Division of Corporation Finance Office of Trade & Services Re: ADT Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Filed February 27, 2025 File No. 001-38352 Dear Mr. Shapiro and Ms. Shenk: This letter is being submitted in response to the comment letter dated August 12, 2025, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission addressed to Jeffrey Likosar, Chief Financial Officer of ADT Inc. (the “Company”), relating to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2024. For your convenience, we have set forth below the Staff’s comment followed by the Company’s response thereto. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Revenue Security installation, product and other, page 57 1. You disclose on page 52 that "beginning in the second quarter of 2024, a growing number of our direct channel new customer adds are outright sales in connection with the national launch of our new ADT+ platform" and attribute the majority of the growth in your 'Security, product, and other revenue' to the transition to the ADT+ platform. Please enhance your disclosure to describe any known trends that have had or that are reasonably likely to have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. For example, your ADT+ platform is compatible with Google Nest products which appears to have driven more products sales and installations under the customer-owned equipment model. Refer to Item 303(b)(2)(ii) of Regulation S-K. Company Response: The Company appreciates the Staff’s comment and respectfully advises that in future filings, beginning with its Quarterly Report on Form 10-Q for the period ending September 30, 2025, the Company will expand its discussion of known trends and uncertainties currently included in the “Factors Affecting Operating Results” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations to include additional disclosures, where applicable, regarding known trends and uncertainties that have had , or are reasonably likely to have , a material favorable or unfavorable impact on net sales or revenues or income from continuing operations consistent with Item 303(b)(2)(ii) of Regulation S-K. If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact me at 561-988-3600. Very truly yours, /s/ Noah Allen Noah Allen Vice President and Deputy General Counsel, Corporate & Securities cc: David Smail, EVP and Chief Legal Officer cc: Jeffrey Likosar, President, Corporate Development and Transformation, and Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Jeffrey Likosar
President and Chief Financial Officer
ADT Inc.
1501 Yamato Road
Boca Raton, FL 33431

 Re: ADT Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-38352
Dear Jeffrey Likosar:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Revenue
Security installation, product, and other, page 57

1. You disclose on page 52 that "beginning in the second quarter of 2024, a
growing
 number of our direct channel new customer adds are outright sales in
connection with
 the national launch of our new ADT+ platform" and attribute the majority
of the
 growth in your 'Security, product, and other revenue' to the transition
to the ADT+
 platform. Please enhance your disclosure to describe any known trends
that have had
 or that are reasonably likely to have a material favorable or
unfavorable impact on net
 sales or revenues or income from continuing operations. For example,
your ADT+
 platform is compatible with Google Nest products which appears to have
driven more
 products sales and installations under the customer-owned equipment
model. Refer to
 Item 303(b)(2)(ii) of Regulation S-K.
 August 12, 2025
Page 2

 In closing, 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.

 Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 September 27, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Mergers & Acquisitions

 Securities and
Exchange Commission

 100 F Street N.E.

 Washington, D.C.
20549

 Attention:   Michael Killoy

David Plattner

Re:
 ADT Inc.

Schedule TO-I

Filed September 12, 2022

File No. 005-90825

Dear Messrs. Killoy and Plattner:

 On behalf of
our client, ADT Inc. (the “Company”), we are submitting this letter in response to the written comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated
September 19, 2022 (the “Comment Letter”), with respect to the Tender Offer Statement on Schedule TO-I (SEC File No. 005-90825) (the
“Tender Offer Statement”) filed by the Company with the Commission on September 12, 2022. In connection with this letter responding to the Staff’s comment, we are filing Amendment No. 1 to the Tender Offer Statement
with the Commission.

 Set forth below are the headings and text of the comments raised in the Comment Letter, followed by the
Company’s responses thereto. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Tender Offer Statement.

 Offer to Purchase

General

1.
 We note that the Offer is being made for what appear to be two separate classes of stock, the Common Stock
and the Class B Common Stock. The elective combining of multiple classes of shares into a single class by the Company, however, is inconsistent with the framework and disclosure requirements of Rule 13e-4
of the Exchange Act and Regulations 14D and 14E. The federal securities law requirements regulating tender offers apply on a class-by-class basis. It is also unclear why
the Offer is being made at all for Class B Common Stock, which, in any event, will not be tendered into the Offer, according to the disclosure. Please advise and/or revise.

Response: The Company respectfully advises the Staff that under Section 4.02(e) of the Company’s Amended and Restated
Certificate of Incorporation (the “Certificate of Incorporation”), subject to the restrictions set forth therein, shares of Common Stock and Class B Common Stock are required to have the same rights and privileges and rank
equally, share ratably and be identical in all respects, including, among other things, being treated equally by the Company in any share repurchase pursuant to a tender offer. As a result, the Company is required to offer to purchase both shares of
Common Stock and shares of Class B Common Stock in the Offer. Therefore, notwithstanding the Google Commitment, the Company is required to offer to purchase shares of Class B Common Stock in addition to shares of Common Stock in the Offer
to comply with the requirements of the Certificate of Incorporation.

 Under Section 4.02(d)(i) of the Certificate of Incorporation,
each share of Class B Common Stock is convertible into one share of Common Stock, at the option of the holder thereof, at any time following the earlier of (a) the expiration or early termination of applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Clearance”), required prior to such holder’s conversion of all such shares of Class B Common Stock, and (b) to the extent HSR Clearance is not
required prior to such holder’s conversion of such shares of Class B Common Stock, the date that such holder owns such shares of Class B Common Stock.

In response to the Staff’s comment, the Company has amended and supplemented the Tender Offer Statement to clarify that holders of
Class B Common Stock may not directly tender shares of Class B Common Stock in the Offer and to more precisely state that (i) the Company is offering to purchase up to 133,333,333 shares of Common Stock (including shares of Common
Stock issuable upon conversion of shares of Class B Common Stock by the holder thereof) and (ii) holders of Class B Common Stock may only participate in the Offer if they convert shares of Class B Common Stock into shares of
Common Stock prior to tendering in the Offer. The Company believes that the Offer, as revised in accordance with the foregoing, is in compliance with the framework and disclosure requirements of Rule 13e-4 of
the Exchange Act and Regulations 14D and 14F.

 2

 Further, the Company respectfully advises the Staff that, as disclosed in the Offer to
Purchase, Google owns all of the issued and outstanding shares of Class B Common Stock and has agreed not to tender any shares of Class B Common Stock (including any shares of Common Stock issuable upon the conversion of such shares of
Class B Common Stock) in the Offer pursuant to the Google Commitment.

 Important, page ii

2.
 We note the following statement: “If, after a good faith effort, we cannot comply with the applicable
law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the holders of shares residing in that jurisdiction.” While offer materials need not be disseminated into jurisdictions where such a distribution would be
impermissible, please remove the implication that tendered shares will not be accepted from all shareholders. See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1 of Exchange Act Release No. 34-58597 (September 19, 2008). Please also make any conforming changes to similar statements in the Offer to Purchase and in any exhibits to the Schedule TO.

Response: In response to the Staff’s comment, the Company has amended and supplemented the Tender Offer Statement to revise
the statement noted in the Staff’s comment and similar statements in the Offer to Purchase and the exhibits to the Schedule TO. The specific changes appear in:

•

 the second full paragraph on page (ii) of the Offer to Purchase;

•

 the second sentence of the first paragraph under the subheading “17. Miscellaneous” on page 45 of
the Offer to Purchase;

•

 the first sentence of the third paragraph on page 3 of the Letter to Clients (Exhibit (a)(1)(E)); and

•

 the third sentence of the second paragraph under the subheading “Tax Implications” on page 6 of the
Notice to Certain Holders of Stock Options (Exhibit (a)(1)(F)).

 Summary Term Sheet, page 1

3.
 We note the disclosure on page 3 that states, “The maximum aggregate purchase price of Shares
repurchased in the Offer will be $1.2 billion.” Please remove the reference to “maximum” or otherwise clarify, as the $1.2 billion figure is not only a maximum but appears to be the settled aggregate purchase price, period.

 Response: In response to the Staff’s comment, the Company has amended and supplemented the Tender
Offer Statement to delete the reference to “maximum” in the response to the question, “How will the Company pay for the Shares?” on page 3 of the Offer to Purchase.

 3

4.
 At the top of page 6, we note the following statement: “Shares of Class B Common Stock that we
acquire in the Offer will be canceled, retired and eliminated from the shares of capital stock that the Company is authorized to issue under its articles of incorporation.” Such statement is confusing in light of the sentence that follows:
“No shares of Class B Common Stock will be purchased in the Offer as a result of the Google Commitment.” We note the same disclosure on page 17. Please advise and/or revise.

Response: In response to the Staff’s comment, the Company has amended and supplemented the Tender Offer Statement to delete
the second sentence of each of the first full paragraph of page 6 of the Offer to Purchase and of the first full paragraph on page 17 of the Offer to Purchase.

5.
 On page 6, in response to the question, “What happens if more than 133,333,333 Shares are
tendered?,” please disclose that, given the intention of Apollo to tender all of its 608,927,824 shares, the Offer is expected to be not only fully subscribed, but in fact significantly oversubscribed, which will have a very significant impact
on proration.

 Response: In response to the Staff’s comment, the Company has amended and
supplemented the Tender Offer Document to revise the response to the question, “What happens if more than 133,333,333 Shares are tendered?” on page 6 of the Offer to Purchase.

Conditions of the Offer, page 26

6.
 We note the following statement: “The conditions referred to above are for our sole benefit and may be
asserted by us regardless of the circumstances giving rise to any condition, and may be waived by us, in whole or in part, at any time and from time to time... Our failure at any time to exercise any of the foregoing rights will not be deemed a
waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time prior to the Expiration Time.” This language suggests that if a condition is “triggered” and the Company fails to assert the
condition, it will not lose the right to assert the condition at a later time. Please note that when a condition is triggered and the offeror wishes to proceed with the offer anyway, we believe that this decision constitutes a waiver of the
triggered condition(s). Depending on the materiality of the waived condition and the number of days remaining in the offer, the offeror may be required to extend the offer and circulate new disclosure to security holders. Please confirm the
Company’s understanding in your response letter. In addition, when an offer condition is triggered by events that occur during the offer period and before the expiration of the offer, the offeror should inform holders how it intends to proceed
immediately, rather than waiting until the end of the offer period, unless the condition is one where satisfaction of the condition may be determined only upon expiration. Please confirm the Company’s understanding in your response letter.

 4

 Response: The Company confirms its understanding that: (i) if a condition
is triggered and the Company wishes to proceed with the Offer anyway, this decision constitutes a waiver of the triggered conditions, and depending on the materiality of the waived condition and the number of days remaining in the Offer, the Company
may be required to extend the Offer and circulate new disclosure to holders in such circumstance and (ii) if an Offer condition is triggered by events that occur during the Offer period and before the Expiration Time, the Company should inform
holders of how it intends to proceed promptly and will not wait until the end of the Offer period, unless the condition is one where satisfaction of the condition may be determined only upon the Expiration Time.

* * *

 Please contact me at
(212) 474-1620 with any questions or comments you may have regarding the responses contained in this letter.

 Sincerely,

 /s/ Andrew J. Pitts

 Andrew J. Pitts

 cc: David Smail

Executive Vice President,

 Chief
Legal Officer and Secretary

 ADT Inc.

1501 Yamato Road

 Boca Raton,
Florida 33431

 5

United States securities and exchange commission logo
September 19, 2022
Andrew J. Pitts
Partner
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
Re:ADT Inc.
Schedule TO-I
Filed September 12, 2022
File No. 005-90825
Dear Mr. Pitts:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Offer to Purchase
General
1.We note that the Offer is being made for what appear to be two separate classes of stock,
the Common Stock and the Class B Common Stock.  The elective combining of multiple
classes of shares into a single class by the Company, however, is inconsistent with the
framework and disclosure requirements of Rule 13e-4 of the Exchange Act and
Regulations 14D and 14E.  The federal securities law requirements regulating tender
offers apply on a class-by-class basis.  It is also unclear why the Offer is being made at all
for Class B Common Stock, which, in any event, will not be tendered into the Offer,
according to the disclosure.  Please advise and/or revise.
Important, page ii
2.We note the following statement:  "If, after a good faith effort, we cannot comply with the
applicable law, the Offer will not be made to, nor will tenders be accepted from or on

 FirstName LastNameAndrew J. Pitts
 Comapany NameCravath, Swaine & Moore LLP
 September 19, 2022 Page 2
 FirstName LastNameAndrew J. Pitts
Cravath, Swaine & Moore LLP
September 19, 2022
Page 2
behalf of, the holders of shares residing in that jurisdiction."  While offer materials need
not be disseminated into jurisdictions where such a distribution would be impermissible,
please remove the implication that tendered shares will not be accepted from all
shareholders.  See Rule 13e-4(f)(8)(i) and guidance in Section II.G.1 of Exchange Act
Release No. 34-58597 (September 19, 2008).  Please also make any conforming changes
to similar statements in the Offer to Purchase and in any exhibits to the Schedule TO.
Summary Term Sheet, page 1
3.We note the disclosure on page 3 that states, "The maximum aggregate purchase price of
Shares repurchased in the Offer will be $1.2 billion."  Please remove the reference to
"maximum" or otherwise clarify, as the $1.2 billion figure is not only a maximum but
appears to be the settled aggregate purchase price, period.
4.At the top of page 6, we note the following statement: "Shares of Class B Common Stock
that we acquire in the Offer will be canceled, retired and eliminated from the shares of
capital stock that the Company is authorized to issue under its articles of incorporation."
Such statement is confusing in light of the sentence that follows: "No shares of Class B
Common Stock will be purchased in the Offer as a result of the Google Commitment."
We note the same disclosure on page 17.  Please advise and/or revise.
5.On page 6, in response to the question, "What happens if more than 133,333,333 Shares
are tendered?," please disclose that, given the intention of Apollo to tender all of its
608,927,824 shares, the Offer is expected to be not only fully subscribed, but in fact
significantly oversubscribed, which will have a very significant impact on proration.
Conditions of the Offer, page 26
6.We note the following statement: "The conditions referred to above are for our sole
benefit and may be asserted by us regardless of the circumstances giving rise to any
condition, and may be waived by us, in whole or in part, at any time and from time to
time... Our failure at any time to exercise any of the foregoing rights will not be deemed a
waiver of any right, and each such right will be deemed an ongoing right that may be
asserted at any time prior to the Expiration Time."  This language suggests that if a
condition is "triggered" and the Company fails to assert the condition, it will not lose the
right to assert the condition at a later time.  Please note that when a condition is triggered
and the offeror wishes to proceed with the offer anyway, we believe that this decision
constitutes a waiver of the triggered condition(s).  Depending on the materiality of the
waived condition and the number of days remaining in the offer, the offeror may be
required to extend the offer and circulate new disclosure to security holders.  Please
confirm the Company's understanding in your response letter.  In addition, when an offer
condition is triggered by events that occur during the offer period and before the
expiration of the offer, the offeror should inform holders how it intends to proceed
immediately, rather than waiting until the end of the offer period, unless the condition is
one where satisfaction of the condition may be determined only upon expiration.  Please

 FirstName LastNameAndrew J. Pitts
 Comapany NameCravath, Swaine & Moore LLP
 September 19, 2022 Page 3
 FirstName LastName
Andrew J. Pitts
Cravath, Swaine & Moore LLP
September 19, 2022
Page 3
confirm the Company's understanding in your response letter.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Michael Killoy at 202-551-7576 or David Plattner at 202-
551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

United States securities and exchange commission logo
September 13, 2022
Jeffrey Likosar
Chief Financial Officer
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431
Re:ADT Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-38352
Dear Mr. Likosar:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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Document

ADT Inc.

1501 Yamato Road

Boca Raton, FL 33431

September 12, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Abe Friedman

 Division of Corporation Finance

 Office of Trade & Services

 Theresa Brillant

 Division of Corporation Finance

 Office of Trade & Services

Re: ADT Inc.

 Form 10-K for Fiscal Year Ended December 31, 2021

 Filed March 1, 2022

 File No. 001-38352

Dear Mr. Friedman and Ms. Brillant:

This letter is being submitted in response to the comment letter dated August 31, 2022, from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission addressed to Jeffrey Likosar, Chief Financial Officer of ADT Inc. (the “Company”), relating to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2021.

For your convenience, we have set forth below the Staff’s comment followed by the Company’s response thereto.

Item 7. Management's Discussion and Analysis

Results of Operations, page 51

1. We note several instances in which two or more factors are cited as a cause of a variance in results of operations between periods, with references to offsetting items in some cases, without quantification. To the extent practicable, please quantify each factor cited so that investors may understand the magnitude and relative impact of each on your results. Refer to Item 303 of Regulation S-K and section 501.04 of the staff’s Codification of Financial Reporting Policies for guidance. Please note this comment also applies to disclosure in your quarterly reports on Form 10-Q.

Company Response:

The Company appreciates the Staff’s comment and respectfully advises that in future filings, beginning with its Quarterly Report on Form 10-Q for the period ended September 30, 2022, the Company will enhance its disclosures in Management's Discussion and Analysis of Financial Condition and Results of Operations to quantify, to the extent material, those factors cited as a cause of variance in the Company’s results of operations between periods, along with identified offsetting items, in order to assist investors’ understanding of the magnitude and relative impact of such factors on the Company’s results.

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact me at 561-226-2901.

   Very truly yours,

   /s/ Richard S. Mattessich

   Richard S. Mattessich

   Vice President and Deputy General Counsel, Corporate & Securities

cc: David Smail, EVP and Chief Legal Officer

cc: Ken Porpora, EVP and Chief Financial Officer

United States securities and exchange commission logo
August 31, 2022
Jeffrey Likosar
Chief Financial Officer
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431
Re:ADT Inc.
Form 10-K for Fiscal Year Ended December 31, 2021
Filed March 1, 2022
File No. 001-38352
Dear Mr. Likosar:
            We have reviewed your filing 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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis
Results of Operations, page 51
1.We note several instances in which two or more factors are cited as a cause of a variance
in results of operations between periods, with references to offsetting items in some cases,
without quantification. To the extent practicable, please quantify each factor cited so that
investors may understand the magnitude and relative impact of each on your results. Refer
to Item 303 of Regulation S-K and section 501.04 of the staff’s Codification of Financial
Reporting Policies for guidance.  Please note this comment also applies to disclosure in
your quarterly reports on Form 10-Q.

 FirstName LastNameJeffrey Likosar
 Comapany NameADT Inc.
 August 31, 2022 Page 2
 FirstName LastName
Jeffrey Likosar
ADT Inc.
August 31, 2022
Page 2
            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.
            You may contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-
3307 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
August 26, 2020
James D. DeVries
President and Chief Executive Officer
ADT Inc.
1501 Yamato Road
Boca Raton, FL 33431
Re:ADT Inc.
Preliminary Information Statement on Schedule 14C
Filed on August 6, 2020
File No. 001-38352
Dear Mr. DeVries:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 August 21, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention:

 Scott Anderegg

 Division of Corporation Finance

 Office of Trade & Services

 Lilyanna Peyser

 Division of Corporation Finance

 Office of Trade & Services

 Re:

 ADT Inc.

 Preliminary Schedule 14C

 Filed on August 6, 2020

 File No. 001-38352

 Dear Mr. Anderegg and Ms. Peyser:

This letter is being submitted in response to the comment letter dated August 18, 2020 (the “Comment Letter”) from the
staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to James D. DeVries, Chief Executive Officer of ADT Inc. (the “Company”), relating to the Company’s
Preliminary Schedule 14C, filed on August 6, 2020 (the “Preliminary Schedule 14C”). The Company has also revised the Preliminary Schedule 14C in response to Staff’s comments and, concurrently with delivery of this
letter, filed with the Commission an amendment to the Preliminary Schedule 14C (the “Amended Preliminary Schedule 14C”) which reflects these revisions in the Preliminary Schedule 14C.

The discussion below is presented in the order of the numbered comments in the Comment Letter. For your convenience, we have set forth below
the Staff’s comments followed by the Company’s responses thereto. References in the responses to page numbers correspond to the Amended Preliminary Schedule 14C, filed with this letter on August 21, 2020.

 The Company has asked us to convey the following as its responses to the Staff:

Notice of Action by Written Consent of the Holders of the Majority Voting Power of the Company’s Common Stock, page 1

1.
 We note your statement here that your new charter, “provides that the U.S. federal district courts
shall, to the fullest extent permitted by law, be the sole and exclusive forum for any claims arising under the Securities Act of 1933, as amended (the “Securities Act”).” Please disclose whether this provision applies to
actions arising under the Exchange Act. In this 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. If the provision does not apply to claims arising under the Exchange Act, please revise the charter to clearly state that this is the case, or provide reasonable assurance that you will make future investors aware of the
provision’s limited applicability (for example, by including such disclosure in your future Exchange Act reports).

The Company acknowledges the Staff’s comment and has revised the Preliminary Schedule 14C in response to the Staff’s comment to
clarify that the forum selection provision in the new charter does not apply to actions arising under the Exchange Act. Please see pages 11 and 23 of the Amended Preliminary Schedule 14C. The Company further advises the Staff that it will include a
similar clarifying statement in its future filings with the Securities and Exchange Commission.

 Increase in Shares Authorized for Issuance, page 10

2.
 It appears that this proposal is in connection with the consummation of your acquisition of Cell Bounce.
As such, it appears that you are required to provide the information required by Items 11, 13 and 14 of Schedule 14A. Please refer to Note A of Schedule 14A, which requires the disclosure required by Items 11, 13 and 14 because shareholder approval
of an increase in shares authorized for issuance is related to an acquisition. Please revise or advise us why you do not need to provide this information.

The Company acknowledges the Staff’s comment and has revised the Preliminary Schedule 14C in response to the Staff’s comment to
clarify that the increase in shares authorized for issuance is not related to the acquisition of Cell Bounce. Please see page 11 of the Amended Preliminary Schedule 14C.

If the Staff has any questions concerning this response letter or requires further information, please do not hesitate to contact the
undersigned at (212) 373-3085 or Christodoulos Kaoutzanis at (212) 373-3445.

 Very truly yours,

 /s/ Tracey Zaccone, Esq.

 Tracey Zaccone, Esq.

cc:
 David Smail, Esq.

ADT Inc.

United States securities and exchange commission logo
August 18, 2020
James D. DeVries
President and Chief Executive Officer
ADT Inc.
1501 Yamato Road
Boca Raton, FL 33431
Re:ADT Inc.
Preliminary Schedule 14C
Filed on August 6, 2020
File No. 001-38352
Dear Mr. DeVries:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary 14C filed on August 6, 2020
Notice of Action by Written Consent of the Holders of the Majority Voting Power of the
Company's Common Stock , page 1
1.We note your statement here that your new charter, "provides that the U.S. federal district
courts shall, to the fullest extent permitted by law, be the sole and exclusive forum for any
claims arising under the Securities Act of 1933, as amended (the “Securities Act”)."
Please disclose whether this provision applies to actions arising under the Exchange Act.
In this 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. If the provision does not apply to claims
arising under the Exchange Act, please revise the charter to clearly state that this is the
case, or provide reasonable assurance that you will make future investors aware of the
provision’s limited applicability (for example, by including such disclosure in your future
Exchange Act reports).

 FirstName LastNameJames D. DeVries
 Comapany NameADT Inc.
 August 18, 2020 Page 2
 FirstName LastName
James D. DeVries
ADT Inc.
August 18, 2020
Page 2
Increase in Shares Authorized for Issuance , page 10
2.It appears that this proposal is in connection with the consummation of your acquisition
of Cell Bounce.  As such, it appears that you are required to provide the information
required by Items 11, 13 and 14 of Schedule 14A.  Please refer to Note A of Schedule
14A, which requires the disclosure required by Items 11, 13 and 14 because shareholder
approval of an increase in shares authorized for issuance is related to an acquisition.
Please revise or advise us why you do not need to provide this information.
            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.
            You may contact Scott Anderegg at 202-551-3342 or Lilyanna Peyser at 202-551-3222
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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CORRESP

 ADT INC.

1501 Yamato Road

 Boca Raton,
Florida 33431

 January 7, 2020

 VIA
EDGAR

 Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Mr. Scott Anderegg

ADT Inc.

 Registration Statement
on

 Form S-3 (File No. 333-235331)

Dear Mr. Anderegg:

 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-3 (the “S-3”) of ADT
Inc. (the “Company”), Prime Security Services Holdings, LLC, Prime Security Services Borrower, LLC, Prime Finance Inc., The ADT Security Corp., ADT LLC and Red Hawk Fire & Security, LLC be accelerated to January 9, 2020 at
4:00 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,

ADT Inc.

Prime Security Services Holdings, LLC

Prime Security Services Borrower, LLC

By:

 /s/ Jeffrey Likosar

Name: Jeffrey Likosar

Title: Executive Vice President, Chief Financial Officer and Treasurer

Prime Finance Inc.

The ADT Security Corp.

ADT LLC

Red Hawk Fire & Security, LLC

By:

 /s/ Jeffrey Likosar

Name: Jeffrey Likosar

Title: Executive Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 December 23, 2019

VIA EDGAR & FEDERAL EXPRESS

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

 Mr. Scott Anderegg

 Division of Corporation Finance

 Office of Trade & Services

Re:

 ADT Inc.

 Registration Statement on
Form S-3

 Filed December 3, 2019

 File No. 333-235331

 Dear Mr. Anderegg:

On behalf of ADT Inc., a Delaware corporation (the “Company”), we submit in electronic form Amendment No. 1 to the
Registration Statement on Form S-3 of the Company (the “Registration Statement”). Amendment No. 1 reflects the responses of the Company to a comment received in a letter from the
Staff of the Securities and Exchange Commission (the “Staff”), dated December 17, 2019 (the “Comment Letter”). The discussion below is presented in the order of the numbered comment in the Comment Letter.
Certain capitalized terms set forth in this letter are used as defined in Amendment No. 1. For your convenience, we have set forth below the Staff’s comment followed by the Company’s response thereto. References in the response to
page numbers are to the Registration Statement.

 The Company has asked us to convey the following as its responses to the Staff:

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

 Securities and Exchange Commission

Scott Anderegg

 Division of Corporation Finance

Office of Trade & Services

 December 23, 2019

Page 2

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 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.

 The
Company acknowledges the Staff’s comment and respectfully advises that it has amended the Registration Statement on page 10 to clarify that the Company’s forum selection provision does not apply to actions arising under the Securities Act
or Exchange Act. The Company further advises the Staff that it will include a similar clarifying statement in its future filings with the Securities and Exchange Commission.

*         *         *

 Securities and Exchange Commission

Scott Anderegg

 Division of Corporation Finance

Office of Trade & Services

 December 23, 2019

Page 3

If you have any questions regarding the Registration Statement or the response contained in this letter, please do not hesitate to contact the
undersigned at (212) 373-3085.

 Sincerely,

/s/ Tracey A. Zaccone

Tracey A. Zaccone, Esq.

cc:
 Christodoulos Kaoutzanis, Esq.

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

 David Smail

 ADT Inc.

 Jeff Likosar

 ADT Inc.

 Richard Mattessich

 ADT Inc.

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

July 31, 2019
Jeffrey Likosar
Chief Financial Officer
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431
Re:ADT Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Forms 10-Q for Fiscal Quarter Ended March 31, 2019
Form 8-K filed May 7, 2019
File No. 001-38352
Dear Mr. Likosar:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
1
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Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

July 26, 2019

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Inessa Kessman

Senior Staff Accountant

Division of Corporate Finance

AD Office 11 - Telecommunications

Claire DeLabar

Senior Staff Accountant

Division of Corporate Finance

AD Office 11 - Telecommunications

Re:

ADT Inc.

Form 10-K for Fiscal Year Ended December 31, 2018

Form 10-Q for Fiscal Quarter Ended March 31, 2019

Form 8-K filed May 7, 2019

File No. 001-38352

Dear Ms. Kessman and Ms. DeLabar:

This letter is being submitted in response to the comment letter dated July 23, 2019 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) addressed to Jeffrey Likosar, Chief Financial Officer of ADT Inc. (the “Company”), relating to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended 2018 (the “2018 10-K”), the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2019 (the “Q1 2019 10-Q”) and the Company’s Current Report on Form 8-K, filed May 7, 2019 (the “May 8-K” and together with the 2018 10-K and the Q1 2019 10-Q, each a “Filing”).

The discussion below is presented in the order of the numbered comments in the Comment Letter.  For your convenience, we have set forth below the Staff’s comments followed by the Company’s responses thereto. References in the responses to page numbers corresponding to the referenced Filing.

Securities and Exchange Commission

Division of Corporation Finance

July 26, 2019

Page 2

The Company has asked us to convey the following as its responses to the Staff:

Form 8-K filed May 7, 2019

Net Loss Before Special Items, page 13

1.

We note your reconciliation of Net Loss Before Special Items shows a line item labeled, “Other.”  Given that this line item is over 80% of Net Loss Before Special Items, please disaggregate the line item in your reconciliation.  Confirm that your adjustments in “Other” are consistent for periods presented and have not changed from prior presentations of this measure.  We refer to Question 100.02 in updated Compliance and Disclosure Interpretations issued on May 17, 2016.

The Company respectfully advises the Staff that the contents of the “Other” caption included within its reconciliation of Net Loss Before Special Items for the three months ended March 31, 2019 and March 31, 2018 primarily relate to the change in the fair value of interest rate swaps not designated as hedges, acquisition related adjustments, and other charges and non-cash items. In response to the Staff’s request, we will disaggregate this caption in our reconciliation in future periods.  Below is an illustration of the framework the Company intends to use in future filings using the financial information for the three months ended March 31, 2019 and March 31, 2018.

The Company also respectfully advises the Staff that the adjustments in the “Other” caption within the reconciliation of Net Loss Before Special Items have been presented consistently for the periods presented. In circumstances where the presentation of the Company’s reconciliation has evolved over time as the nature, amount, or presentation of captions has changed, the Company has recast the prior period reconciliation to conform to the presentation of the current period reconciliation in accordance with Question 100.02 of the updated Compliance and Disclosure Interpretations on Non-GAAP financial measures issued on May 17, 2016.

For the Three Months Ended

(in millions)

March 31, 2019

March 31, 2018

Net loss

$

(66

)

$

(157

)

Merger, restructuring, integration, and other

6

8

Financing and consent fees

1

-

Foreign currency (gains)/losses

(1

)

1

Loss on extinguishment of debt

22

62

Radio conversion costs

-

1

Share-based compensation expense

24

49

Interest rate swaps, net(1)

3

(6

)

Acquisition related adjustments(2)

8

3

Other(3)

2

6

Tax adjustments(4)

(14

)

8

Net loss before special items

$

(16

)

$

(25

)

 Note: amounts may not add due to rounding

(1) Primarily represents the change in the fair value of interest rate swaps not designated as hedges.

(2) Primarily represents amortization of purchase accounting adjustments and compensation arrangements related to acquisitions.

(3) Primarily represents certain advisory and other costs associated with our transition to a public company.

(4) Represents tax impact on special items. In 2018, includes a one-time non-deductible tax impact on share-based compensation expense related to the Class B Units in Ultimate Parent.

Securities and Exchange Commission

Division of Corporation Finance

July 26, 2019

Page 3

Form 10-Q for the Quarterly Report Period Ended March 31, 2019

13. Leases

Company as Lessee, page 17

2.

We note your disclosure that, “payments that are not fixed at the commencement of the lease are considered variable payments and expensed as incurred.”  We also note based on your table on page 18 that variable lease payments were approximately 36% of your total lease cost for the three months ended March 31, 2019.  Please tell us and revise your disclosure in future filings, as necessary, to clarify the basis and terms and conditions on which variable lease payments are determined and whether any of your variable payments depend on an index or a rate.  Refer to ASC 842-20-50-3(a)(2), ASC 842-10-30-5 and ASC 842-20-25-6.

As disclosed in the Company’s Q1 2019 10-Q, the Company has elected to apply the practical expedient to not separate non-lease components from lease components and to instead account for such components as a single lease component in accordance with ASC 842-10-15-37. As a result of this election, variable non-lease costs are included within variable lease costs.  The majority of the Company’s variable lease costs are for variable, usage-based payments related to fuel, repairs, and maintenance for leased vehicles paid directly to the lessor pursuant to a master lease agreement.

In addition, the Company’s variable lease costs do not include variable payments that depend on an index or a rate.

The Company acknowledges the disclosure requirements regarding the basis, terms, and conditions related to variable lease payments in accordance with ASC 842-20-50-3(a)(2). In response to the Staff's comment, the Company intends to include the below disclosure in future filings. The changes made in response to the Staff’s comment are indicated in bold font and underlined.

Updated Disclosure:

Company as Lessee

The Company leases real estate, vehicles, and equipment with various lease terms and maturities that extend out through 2030 from various counter parties as part of normal operations. The Company applies the practical expedient to not separate the lease and non-lease components and accounts for the combined component as a lease. Additionally, the Company’s right-of-use assets and lease liabilities include leases with an initial lease term of 12 months or less.

The Company’s right-of-use assets and lease liabilities primarily represent (a) lease payments that are fixed at the commencement of a lease and (b) variable lease payments that depend on an index or rate. Lease payments are recognized as lease cost on a straight-line basis over the lease term, which is determined as the non-cancelable period, periods in which termination options are reasonably certain of not being exercised, and periods in which renewal options are reasonably certain of being exercised. The discount rate for a lease is determined using the Company’s incremental borrowing rate that coincides with the lease term at the commencement of a lease. The incremental borrowing rate is estimated based on publicly available data for the Company’s debt instruments and other instruments with similar characteristics.

Lease payments that are not fixed or that are not dependent on an index or rate and vary because of changes in usage or other factors are included in variable lease costs. Variable lease costs, which primarily relate to fuel, repair, and maintenance payments that vary based on the usage of leased vehicles, are recorded in the period in which the obligation is incurred.

The Company’s leases do not contain material residual value guarantees or restrictive covenants. The Company’s subleases are immaterial.

*          *          *

Securities and Exchange Commission

Division of Corporation Finance

July 26, 2019

Page 4

If you have any questions regarding the responses contained in this letter, please do not hesitate to contact the undersigned at (212) 373-3085.

Sincerely,

/s/ Tracey A. Zaccone, Esq.

Tracey A. Zaccone, Esq.

cc:

Chris Kaoutzanis, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

David Smail, Esq.

ADT Inc.

Jeff Likosar

ADT Inc.

Zach Susil

ADT Inc.

July 23, 2019
Jeffrey Likosar
Chief Financial Officer
ADT Inc.
1501 Yamato Road
Boca Raton, Florida 33431
Re:ADT Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Forms 10-Q for Fiscal Quarter Ended March 31, 2019
Form 8-K filed May 7, 2019
File No. 001-38352
Dear Mr. Likosar:
            We have reviewed your filings and have the following comments.  Please comply with
the following comments in future filings.  Confirm in writing that you will do so and explain to
us how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed May 7, 2019
Net Loss Before Special Items, page 13
1.We note your reconciliation of Net Loss Before Special Items shows a line item labeled,
"Other."  Given that this line item is over 80% of Net Loss Before Special Items, please
disaggregate the line item in your reconciliation.  Confirm that your adjustments in
"Other" are consistent for periods presented and have not changed from prior
presentations of this measure.  We refer to Question 100.02 in updated Compliance and
Disclosure Interpretations issued on May 17, 2016.

 FirstName LastNameJeffrey Likosar
 Comapany NameADT Inc.
 July 23, 2019 Page 2
 FirstName LastName
Jeffrey Likosar
ADT Inc.
July 23, 2019
Page 2

Form 10-Q for the Quarterly Period Ended March 31, 2019
13. Leases
Company as Lessee, page 17
2.We note your disclosure that, “payments that are not fixed at the commencement of the
lease are considered variable payments and expensed as incurred.”  We also note based on
your table on page 18 that variable lease payments were approximately 36% of your total
lease cost for the three months ended March 31, 2019.  Please tell us and revise your
disclosure in future filings, as necessary, to clarify the basis and terms and conditions on
which variable lease payments are determined and whether any of your variable payments
depend on an index or a rate.  Refer to ASC 842-20-50-3(a)(2), ASC 842-10-30-5 and
ASC 842-20-25-6.
            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.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Claire
DeLabar, Senior Staff Accountant at 202-551-3349 if you have questions regarding comments
on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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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

CORRESP
1
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CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

December 28, 2017

 Via ELECTRONIC MAIL
AND FEDERAL EXPRESS

CONFIDENTIAL

FOIA Confidential Treatment Request

Under 17 C.F.R. §200.83

 Larry Spirgel

 Division of
Corporation Finance

 Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
ADT Inc.

 Registration Statement on Form S-1

 Ladies and Gentlemen:

On behalf of our client, ADT Inc., a Delaware corporation (the “Company”), we hereby provide the following preliminary proposed
price range and share number information, which will be the basis for the information expected to be included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Company’s Registration
Statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission on December 21, 2017. Based on currently available information and market conditions, we
expect the preliminary proposed price range to reflect an initial public offering price per share of the Company’s common stock, par value $0.01 per share (the “Shares”), of between $[****] and $[****] (the “Preliminary Price
Range”), with an expected midpoint of the Preliminary Pricing Range of $[****], and [****] Shares offered to the public in connection with the offering (or [****] Shares if the underwriters’ over-allotment option to purchase additional
shares is exercised in full), after giving effect to the [****]-to-one stock split of all of our outstanding shares of common stock, which will occur prior to the effectiveness of the Registration Statement in connection with the offering.

We also submit as Exhibit A hereto the accompanying changed pages to the Registration Statement, which we expect to include in the Preliminary
Prospectus. The enclosed pages are marked to indicate changes from the Registration Statement and include, among other things, certain information previously left blank in the Registration Statement that is derived from the Preliminary Price Range,
pro forma and supplemental pro forma financial information, as well as changes to the financial statements derived from the Preliminary Price Range.

CONFIDENTIAL TREATMENT REQUESTED

BY ADT INC.

 *    *    *

 The Company respectfully requests that certain of the information contained in this request
letter be treated as confidential information and that the Commission provide timely notice to P. Gray Finney, Senior Vice President, Chief Legal Officer & Secretary, ADT Inc., 1501 Yamato Road, Boca Raton, Florida, 33431, telephone (561) 988-3600, before it permits any disclosure of the underlined and highlighted information contained in this request letter.

Any questions or notifications with respect to this letter should be directed to the undersigned at (212)
373-3085 or Christodoulos Kaoutzanis at (212) 373-3445.

 Sincerely,

/s/ Tracey A. Zaccone

Tracey A. Zaccone, Esq.

cc:
P. Gray Finney, Esq.

 ADT Inc.

Jeff Likosar

 ADT Inc.

Arthur D. Robinson, Esq.

 David
W. Azarkh, Esq.

 Simpson Thacher & Bartlett LLP

Christodoulos Kaoutzanis, Esq.

Paul, Weiss, Rifkin, Wharton & Garrison LLP

CONFIDENTIAL TREATMENT REQUESTED

BY ADT INC.

 Exhibit A

See attached.

 [****]

CONFIDENTIAL TREATMENT REQUESTED

BY ADT INC.

CORRESP
1
filename1.htm

CORRESP

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

 New
York, New York 10019-6064

 December 21, 2017

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mr. Larry Spirgel

 Assistant Director

AD Office 11 - Telecommunications

Re:

ADT Inc.

 Registration Statement on
Form S-1

 Filed December 21, 2017

CIK No. 0001703056

 Dear
Mr. Spirgel:

 On behalf of ADT Inc., a Delaware corporation (the “Company”), we confidentially submit in electronic
form the Company’s response to comment number 2 received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated November 30, 2017, which is reproduced
below. Certain capitalized terms set forth in this letter are used as defined in the Registration Statement on Form S-1 of the Company (the “Registration Statement”), together with
Exhibits, publicly filed on December 21, 2017.

 On December 8, 2017, in its prior response to the Staff, the Company agreed to
(A) provide the Staff all equity related transactions subsequent to November 22, 2017 through the effective date of the Registration Statement and (B) provide the Staff its estimated initial public offering price range as soon as it
becomes available, together with an analysis regarding its determination of the fair value of the Company’s common stock and the reasons for any differences between the most recent valuation of the Company’s common stock and the midpoint
of the initial public offering price range, if material.

 The Company has asked us to convey the following response to the Staff:

Financial statements for the nine months ended September 30, 2017

2.
We note your response to prior comment 3. Please continue to provide us with updates for all equity related transactions subsequent to this request through the effective date of the registration statement. Once you
have an estimated offering price, please provide us an analysis explaining the reasons for the difference between the fair value of the underlying stock as of the most recent valuation date and the midpoint of your IPO offering price range, if
material.

 Larry Spirgel

Securities and Exchange Commission

 Division of Corporation
Finance

 December 21, 2017

  Page
 2

 The Company currently expects that the low end of the price range for shares of common stock
proposed to be offered to the public in connection with the Registration Statement will not be lower than $17.00 per share and that the high end of the range will not exceed $19.00 per share, with an expected midpoint price of $18.00 (the “Mid-Point Stock Price”). The Company expects to include an estimated price range, as required by Item 501(c) of Regulation S-K, in an amendment to the Registration
Statement to be filed prior to the commencement of the roadshow. The Company respectfully advises the Staff that it expects to effect a 1.681-for-one stock split (the
“stock split”) in connection with the offering prior to the effectiveness of the Registration Statement. Per share information presented herein gives effect to the stock split.

The Company respectfully advises the Staff that, subsequent to the Company’s November 21, 2017 response to the Comment Letter dated
November 16, 2017, there have been no grants of stock-based compensation or other issuances of shares.

 The Company further advises
that Staff that the October 2017 Class A-2 Unit issuance was a previously scheduled issuance of an immaterial number of Class A-2 Units of Prime Security
Services TopCo Parent, LP pursuant to the “Sign-on Retention Bonus” provisions of a pre-existing employment agreement, which is disclosed in the
“Executive Compensation” section of the Registration Statement. The Company entered into this employment agreement on October 17, 2016 in connection with the identification of the new management team for the combined Company following
the ADT Acquisition. The terms of the “Sign-on Retention Bonus” provide for a cash bonus in an amount equal to the fair value on each of the first five anniversaries of October 17, 2016 (as
applicable, the “Bonus Date”) of 16,666.67 Class A-2 Units, less applicable withholding taxes (each such bonus, a “Retention Bonus”). The employment agreement provides that after-tax proceeds from each Retention Bonus payment are then automatically applied on the employee’s behalf to purchase Class A-2 Units at the applicable Bonus
Date.

 During the fourth quarter of 2017, the recipient of the “Sign-on Retention
Bonus” agreed with the Company to modify the October Class A-2 issuance such that the cash bonus paid on the first anniversary of October 17, 2016 was adjusted to equal 16,667.67 Class A-2 Units valued at the Mid-Point Stock Price. The after-tax proceeds from this payment were automatically applied on the
employee’s behalf to purchase Class A-2 Units valued at the Mid-Point Stock Price, resulting in approximately $365,000 of stock-based compensation expense
recorded during the fourth quarter of 2017. The Company believes this amount is immaterial to the consolidated financial statements. Further, we respectfully submit that there is no difference between the issuance price of the Class A-2 Units and the Mid-Point Stock Price.

*
*                *

 Larry Spirgel

Securities and Exchange Commission

 Division of Corporation
Finance

 December 21, 2017

  Page
 3

 If you have any questions regarding the Registration Statement or the responses contained in
this letter, please do not hesitate to contact the undersigned at (212) 373-3085.

Sincerely,

/s/ Tracey A. Zaccone, Esq.

Tracey A. Zaccone, Esq.

cc:
Christodoulos Kaoutzanis, Esq.

 Paul, Weiss, Rifkind, Wharton & Garrison LLP

P. Gray Finney, Esq.

 ADT Inc.

 Jeff Likosar

 ADT Inc.

Mail Stop 3720

November 30, 2017

P. Gray Finney
Chief Legal Officer & Secretary
ADT, Inc.
1501 Yamato Road
Boca Raton, Florida 33431

Re: ADT, Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted November 22, 2017
  CIK No. 0001703056

Dear Mr. Finney :

We have reviewed your amended 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 circumst ances 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.

Prospectus Summary

1. Please further clarify in your disclosure why you are highlighting and comparing certain
financial and other metrics using disparate time periods and measurements.   For example,

 Refer to  the table on page 2 .  Given how much time has passed in calendar year 2017,
disclose  why you are comparing your monitoring and services revenues for the
trailing 12 months ended September 30, 2017 to the annualized 2016 monthly
recurring monitoring and service revenues of th e other companies listed.   Clarify
whether you are also using annualized monthly recurring monitoring and service

P. Gray Finney
ADT, Inc.
November 30, 2017
Page 2

 revenues for the company.   Furthermore, explain why you are using annualized 2016
monthly recurring monitoring and service revenues of Stanley  Security when Stanley
Black and Decker Inc. has disclosed 2016 revenues for its Stanley Security business
that is different from the annualized revenue figure in your table.   In this regard, we
note that you labeled your chart as being a comparison of sec urity monitoring
companies by revenue.   If you intend to compare only monthly recurring monitoring
and service revenues, as implied by your footnote (1), please revise your disclosure as
appropriate so this information is more prominently disclosed.

 Refer  to page 5 and your response to prior comment 1.   Disclose  why you are
comparing Adjusted EBITDA of the pre -acquisition legacy ADT for the fiscal year
ended September 25, 2015 to the post -acquisition combined company of Protection
One, ASG, and ADT for the trailing twelve -month period ended September 30, 2017.

For each of these types of metrics, please revise your disclosure to explain  how using
disparate time periods and measures may impact the information and comparisons.

Financial statements for the nine months ended September 30, 2017

2. We note your response to prior comment 3.  Please continue to provide us with updates
for all equity related transactions subsequent to this request through the effective date of
the registration statement.  Once you h ave an estimated offering price, please provide us
an analysis explaining the reasons for the difference between the fair value of the
underlying stock as of the most recent valuation date and the midpoint of your IPO
offering price range, if material.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant,  at (202) 551 -3351 if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237 or Kathleen Krebs, Special Counsel,  at (202) 551 -3350 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Tracey A. Zaccone
 Paul, Weiss, Rifkind, Wharton & Garrison LLP

Mail Stop 3720

November 16, 2017

P. Gray Finney
Chief Legal Officer & Secretary
ADT, Inc.
1501 Yamato Road
Boca Raton, Florida 33431

Re: ADT, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted November 6, 2017
  CIK No. 0001703056

Dear Mr. Finney :

We have reviewed your amended 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 circumst ances 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.

Our History and Transformation, page 4

1. In your response letter, tell us how you calculated the financial metrics of gross customer
revenue attrition of 16.5% and 14.3% for pre -acquisition legacy ADT for its fiscal year
ended S eptember 25, 2015 and for post -acquisition legacy ADT in the trailing twelve -
month period ended June 30, 2017, respectively.  In this regard, we note that ADT Corp.
disclosed in its September 25, 2015 Form 10 -K that its customer revenue attrition rate for
the trailing 52 weeks was 12.2%.  Also tell us how you calculated the Adjusted EBITDA
margins for the pre -acquisition legacy ADT for the fiscal year ended September 25, 2015
and for the company in the trailing twelve -month period ended June 30, 2017.  Expl ain

P. Gray Finney
ADT, Inc.
November 16, 2017
Page 2

 why you chose to compare the Adjusted EBITDA of the pre -acquisition legacy ADT to
the post -acquisition combined company of Protection One, ASG and ADT.

Risk Factors, page 32

Our amended and restated certificate of incorporation will contain a provi sion renouncing our
interest and expectancy in certain corporate opportunities , page 60

2. We note your response to our prior comment 7.  To provide further context, please
disclose the total number of directors on the board of directors and the current numb er of
directors who are designees of Apollo and designees of the Co -Investor.

Financial Statements for the Six Months Ended June 30, 2017

3. We note your disclosure on page 200 that an immediate family member of your CEO was
granted options to acquire 5,555 .56 shares of common stock in ADT Inc. on June 29,
2017.   Please provide us with detailed information regarding all stock based
compensation granted  subsequent to year end.    If the grants are significant, please
disclose this information in the notes to y our financial statements and / or critical
accounting estimates.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant,  at (202) 551 -3351 if you have questions regarding comments on the
financial st atements and related matters.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237 or Kathleen Krebs, Special Counsel,  at (202) 551 -3350 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Tracey A. Zaccone
 Paul, Weiss, Rifkind, Wharton & Garrison LLP

Mail Stop 3720

October 25, 2017

P. Gray Finney
Chief Legal Officer & Secretary
ADT, Inc.
1501 Yamato Road
Boca Raton, Florida 33431

Re: ADT, Inc.
Draft Registration Statement on Form S-1
Submitted September 28, 2017
  CIK No. 0001703056

Dear Mr. Finney :

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.

Prospectus Summary, page 1

Company Overview, page 1

1. In discussing your significant and stable cash flow generation, you disclose on pages 2
and 142 that you do not expect to be a material cash taxpayer for the next few years as
the result of your $4 billion net operating lo ss position.  Please expand your disclosure at
page 142 or in Management’s Discussion and Analysis to quantify the amount of years
you expect this to be the case.  Discuss the factors that may extend or shorten this period
or limit your ability to use the net operating losses.

P. Gray Finney
ADT,  Inc.
October 25, 2017
Page 2

 2. We note your disclosure on the bottom of page 3 of your monitoring and service revenue
and Adjusted EBITDA for the 12 months ended June 30, 2017, and your pro forma
monitoring and service revenue and Pro Forma Adjusted EBITDA for the  year ended
December 31, 2016.  Please explain why you chose to highlight these periods and
metrics.  Also disclose how you calculated the monitoring and service revenue and
Adjusted EBITDA for the 12 months ended June 30, 2017.  Lastly, balance this
discl osure with disclosure of your total revenues and net losses for the year ended
December 31, 2016 and six months ended June 30, 2017.

Our Formation, page 14

3. We encourage you to clarify  your disclosure to focus less on the mechanics of the
acquisition transactions by removing references to entities formed solely for the
acquisition transactions.

Corporate Structure, page 16

4. Please revise your organization char t to show the percentage ownership in the registrant
by the various parties, including public shareholders.  Also show the percentage
ownership in Prime Security Services TopCo Parent GP, LLC (“Ultimate Parent”).

Our Sponsor, page 18

5. Please disclose material benefits to be rec eived by the Sponsor as a result of the offering,
including any fees payable in connection with the offering and the repayment of debt
incurred to pay the Special Dividend to the Sponsor.

Risk Factors, page 32

Our substantial indebtedness could materially adversely affect our ability to raise additional
capital to fund our operations, limit our ability to react to changes in the economy or our
industry, and prevent us from making debt service payments, page 53

6. To provide additional context to the risk, please disclose the percentage of your cash flow
from operating activities that was dedicated to debt service, both principle and interest, in
the fiscal year ended December 31, 2016 and the most recent interim pe riod.

Our amended and restated certificate of incorporation will con tain a provision renouncing our
interest and expectancy in certain corporate opportunities, page 60

7. You indicate that, to the extent permitted by law, your amended and restated certifica te of
incorporation provides that your directors and officers who are also directors or officers
of Apollo do not have a duty to refrain from engaging in similar business activities or
from directing business opportunities to individuals other than the com pany.  For context,
provide examples of such activity that would be permissible under applicable state law.

P. Gray Finney
ADT,  Inc.
October 25, 2017
Page 3

 Also identify the company’s officers and directors who would be covered by these
provisions.

Use of Proceeds, page 67

8. Pursuant to Instruction 4  to Item 504 of Regulation S -K, please disclose here, or provide
a cross -reference to the relevant section of your registration statement, the interest rates
and maturity dates of the debt that will be repaid with the proceeds from this offering.  To
the e xtent any of this debt was incurred within one year, describe the use of proceeds of
such indebtedness.

Unaudited Pro Forma Condensed Combined Financial Information, page 75

2. Acquisition Adjustments, page 82

Pro Forma Adjustments, page 82

9. Your curre nt explanation of pro forma adjustments 2(a) and 2(b) is unclear to us.   Please
explain adjustments 2(a) and 2(b) in more detail and tell us why you believe these
adjustments comply with Article 11 of Regulation S -X.

Management’s Discussion and Anal ysis of Financial Condition and Results of Operations, page
85

Liquidity, page 103

10. In addition to disclosing your ability to meet cash needs for the next twelve months,
please expand your disclosure to discuss your long -term sources of, and needs for,
capital.  Please refer to guidance in Item 303(a)(1) and Instructions 2 and 5 to Item 303(a)
of Regulation S -K.

11. Please provide a quantified discussion of the changes to your liquidity and capital
resources as a result of the anticipated use  of the offering proceeds.  Discuss and quantify
how your debt service and other obligations will change upon the repayment of certain
indebtedness and redemption of preferred securities with the offering proceeds.

Supplemental Management’s Discussion and Anal ysis of Financial Condition and Results of
Operations, page 119

2. Unaudited Supplemental Pro Forma Stat ement of Operations for the Year Ended December
31, 2016, page 128

12. Please tell us why certain acquisition adjustments, specifically adjustment 2(d), 2(f), and
2(g), have different values than the pro forma adjustments on page 79.

P. Gray Finney
ADT,  Inc.
October 25, 2017
Page 4

Industry, page 138

13. We note references to third -party market data throughout the prospectus. Please provide
us with copies of any materials that support third -party statements, clearly cross -
referencing a statement with the underlying factual support.

Intellectual Property , page 156

14. We note that throughout your registration statement you emphasize the importance of
your intellectual property to your business.  For example, you emphasize that your brand
name gives you competitive advantages in the marketplace.  Please revis e to discuss the
Tyco trademark agreement and its effect on your rights to your intellectual property,
including your brand name.

You may contact Inessa Kessman, Staff Accountant , at (202) 551 -3371  or Ivette Leon,
Assistant Chief Accountant,  at (202) 551 -3351  if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237  or Kathleen Krebs, Special Counsel,  at (202) 551 -3350  with any other  questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: Tracey A. Zaccone
Paul, Weiss, Rifkind, Wharton & Garrison LLP