SecProbe.io

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<TEXT>
 March 31, 2026

John M. Deitzer
Chief Financial Officer
Atkore Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

 Re: Atkore Inc.
 Form 10-K for the Year Ended September 30, 2025
 Filed November 26, 2025
 File No. 001-37793
Dear John M. Deitzer:

 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
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Document Securities and Exchange Commission Division of Corporate Finance 100 F Street N.E. Washington, D.C. 20549 Attn: Ernest Greene, Jennifer Thompson RE:    Atkore Inc. Form 10-K for the Year Ended September 30, 2025 Filed November 26, 2025 File No. 001-37793 Dear Mr. Greene and Ms. Thompson: Atkore Inc. (the "Company," "we," or "our"), is submitting this letter in response to the comment letter from the staff (the "Staff") of the Securities and Exchange Commission, dated March 10, 2026, with respect to the Company's financial statements and related disclosures in our Annual Report on Form 10-K (our "Form 10-K") for the fiscal year ended September 30, 2025, filed November 26, 2025. Below is the Company's response. For the convenience of the Staff, we have repeated the Staff's comment in bold before our corresponding response. Form 10-K for the Year Ended September 30, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations Business Factors Influencing our Results of Operations, page 37 1. We note the discussion of economic conditions influencing your operations beginning on page 37. You indicate that you generally sell your products on a spot basis and as such, were exposed to sales prices on your products that decreased faster than the cost of the related raw materials. We further note the analysis of segment results indicates the Electrical segment's average selling price decreased while its input costs increased and the Safety & Infrastructure segment's input costs decreased faster than its selling prices decreased, both of which seem somewhat different from the statement on page 37. Please explain to us in more detail the meaning of the disclosure on page 37 and how it relates to the explanation of changes in segment profitability, and revise future filings to clarify these matters to your investors. Please ensure readers can easily understand how the discussion of trends at the beginning of your MD&A relates to the discussion of trends within the more detailed analysis of results. Refer to Item 303 of Regulation S-K and SEC Release No. 33-8350 for guidance. Company Response: The disclosure referenced on page 37 that states, "We generally sell our products on a spot basis and as such, were exposed to sales prices on our products that decreased faster than the cost of the related raw materials" was intended 1 to convey an aggregated trend at the consolidated level and is reflected in the consolidated net sales and cost of sales explanations, on pages 40 and 41, where we disclose that "Net sales for fiscal 2025 decreased. . .primarily attributed to decreased average selling prices of $381.8 million" and "Cost of sales increased $50.1 million. . .the increase. . .was partially offset by lower input costs of $10.1 million." As the segment discussions are using disaggregated portfolios, the consolidated disclosure on page 37 does not, by definition, in all cases align with the segment disclosures. In future filings, we will move this discussion regarding spot pricing from the "Economic Conditions" section to the "Raw Materials" section, and we will include a description of the trends of these raw materials and how they impact each reportable segment. We have included an example, italicized below, of what we would expect to disclose in a future filing assuming the facts and circumstances at September 30, 2025 and starting on page 38 after the two paragraphs beginning "Raw Materials. We use a variety of raw materials. . ." We generally sell our products on a spot basis depending primarily on material type and product specifications. Our reportable segments have varying product portfolios and are subject to pricing inputs unique to their respective portfolios. The Electrical segment manufactures products using all four primary raw materials described above. The average sales price of PVC products, the largest product category in the Electrical segment, continued to decline during the year as the decrease in the cost of PVC resin began to flatten. Year over year, steel prices were gradually lower, with some mid-year volatility. Copper raw materials costs increased during the year. Additionally, the Electrical segment recognized higher freight costs year over year. Average sales price and margin can be specific to product specifications, but the general trend within the Electrical segment was a decrease in PVC and steel costs offset by higher copper and freight costs. The Safety & Infrastructure segment manufactures products primarily using steel as its raw material. Additionally, the Safety & Infrastructure segment includes our construction services business in North America. In addition to the decrease in steel year over year, costs related to the construction services business were lower year over year as a result of early completion of projects, positively impacting segment margins. Critical Accounting Estimates Indefinite-Lived Intangible Assets and Goodwill Impairments, page 50 2. We note your disclosure that in fiscal 2025 you performed a quantitative impairment assessment for goodwill for your six reporting units. You recorded a goodwill impairment on the Mechanical reporting unit of $18.9 million as a result of this annual impairment test. You also indicated that the fair values of the Conduit & Fittings and EMEA reporting units exceed their respective carrying 2 value, but changes in your valuation assumptions could have resulted in an impairment. However, you do not discuss the results of the remaining three reporting units. Please expand your critical accounting estimates disclosure to indicate whether the fair value substantially exceeds book value for all reporting units at the date of your most recent impairment test. If the fair value substantially exceeded book value for all reporting units, please disclose such information to your readers as we believe it provides them with valuable information in assessing the sensitivity of your goodwill to future impairment. Alternatively, if the fair value of any reporting unit does not substantially exceed book value, identify the reporting unit and disclose the following: • the percentage by which fair value exceeded carrying value at the date of the most recent test; • the amount of goodwill allocated to the reporting unit; • a detailed description of the methods and key assumptions used and how the key assumptions were determined; • a discussion of the degree of uncertainty associated with the assumptions; and a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions. Please include these expanded disclosures in future filings and provide us with your proposed disclosure as part of your response. Refer to Item 303(b)(3) of Regulation S-K and Section V of SEC Release No. 33-8350 for guidance. Company Response: In future filings, we will expand our critical accounting estimates disclosure to address all reporting units. We have included an example, italicized below, of what we would expect to disclose in a future filing assuming the facts and circumstances at September 30, 2025 and starting at the paragraph on page 51 beginning with "In fiscal 2025, the Company recorded a goodwill impairment on the Mechanical reporting unit of $18.9 million. . ." In fiscal 2025, the Company recorded a goodwill impairment on the Mechanical reporting unit of $18.9 million as a result of its annual impairment test. The Company did not record any goodwill impairments in fiscal 2024. In 2023, as a result of the Company's plan to exit operations in Russia and expectation to sell the related business at a loss, the Company recorded a $1.7 million goodwill impairment on the related reporting unit on a relative fair value basis. As described above, the Company considers each of the income approach, the guideline public company approach and the comparable transaction approach to value the reporting units, with the income approach being the primary valuation method. At the measurement date, the Company had five reporting units with goodwill: Conduit & Fittings, Cable Solutions, Mechanical, Metal Framing North America ("MFNA"), and Europe, Middle East and Africa ("EMEA"). The carrying value of goodwill on each of these reporting units at the measurement date was: Conduit & Fittings $190.5 million, 3 Cable Solutions $34.6 million, Mechanical $18.9 million, MFNA $33.8 million, and EMEA $36.2 million. The income approach estimates fair value using discounted future cash flows for a reporting unit primarily using the following major assumptions and inputs: revenue projections and discount rate. The major assumptions and inputs used in estimating discounted cash flows are derived from historical data, various internal estimates and a variety of external sources, which are similar to those used in our business planning and forecasting processes. Our estimates and assumptions are inherently uncertain and may change over time based on operating results, market conditions and other factors that could materially affect the determination of the fair value for each reporting unit. The major assumptions affecting the estimate of fair value were revenue projections and the discount rate. Revenue projections are most sensitive to a combination of the spread between average selling price of our products and the cost of the related raw materials, product mix, product demand in construction markets, and competitive dynamics. The discount rate is most sensitive to changes in risk-free rates, market risk premiums, and company- and industry-specific risk factors. A decline in end-market demand, increased competitive pressure, sustained unfavorable input cost conditions without offsetting pricing, or an increase in interest rates and market risk premiums could negatively impact these assumptions and result in a lower fair value for the reporting unit. The Conduit & Fitting reporting unit's estimated fair value exceeded carrying value by over 10% and the EMEA reporting unit's estimated fair value exceeded carrying value by over 20%. As of the measurement date, the estimated fair values of the Cable Solutions and MFNA reporting units substantially exceeded their respective carrying values. We hope that the foregoing has been responsive to your comments. Please contact James Alvey, Vice President and Chief Accounting Officer, at (708) 915-1522, Dan Kelly, Vice President and General Counsel, at (708) 225-2436, or myself at (708) 225-2124 if you have questions regarding our responses. Sincerely, /s/ John M. Deitzer Vice President and Chief Financial Officer (Principal Financial Officer) 4 Cc:    Dan Kelly, Vice President and General Counsel, Atkore Inc. James Alvey, Vice President and Chief Accounting Officer, Atkore Inc. Paul M. Rodel, Esq., Debevoise & Plimpton LLP Benjamin Pedersen, Esq., Debevoise & Plimpton LLP 5

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<TEXT>
 March 10, 2026

John M. Deitzer
Chief Financial Officer
Atkore Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

 Re: Atkore Inc.
 Form 10-K for the Year Ended September 30, 2025
 Filed November 26, 2025
 File No. 001-37793
Dear John M. Deitzer:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 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 the Year Ended September 30, 2025
Management s Discussion and Analysis of Financial Condition and Results of
Operations
Business Factors Influencing our Results of Operations, page 37

1. We note the discussion of economic conditions influencing your
operations beginning on
 page 37. You indicate that you generally sell your products on a spot
basis and as such,
 were exposed to sales prices on your products that decreased faster than
the cost of the
 related raw materials. We further note the analysis of segment results
indicates the
 Electrical segment's average selling price decreased while its input
costs increased and
 the Safety & Infrastructure segment's input costs decreased faster than
its selling prices
 decreased, both of which seem somewhat different from the statement on
page 37. Please
 explain to us in more detail the meaning of the disclosure on page 37
and how it relates
 to the explanation of changes in segment profitability, and revise
future filings to clarify
 these matters to your investors. Please ensure readers can easily
understand how the
 discussion of trends at the beginning of your MD&A relates to the
discussion of trends
 within the more detailed analysis of results. Refer to Item 303 of
Regulation S-K and
 SEC Release No. 33-8350 for guidance.
 March 10, 2026
Page 2

Critical Accounting Estimates
Indefinite-Lived Intangible Assets and Goodwill Impairments, page 50

2. We note your disclosure that in fiscal 2025 you performed a quantitative
impairment
 assessment for goodwill for your six reporting units. You recorded a
goodwill
 impairment on the Mechanical reporting unit of $18.9 million as a result
of this annual
 impairment test. You also indicated that the fair values of the Conduit
& Fittings and
 EMEA reporting units exceed their respective carrying value, but changes
in your
 valuation assumptions could have resulted in an impairment. However, you
do not
 discuss the results of the remaining three reporting units. Please
expand your critical
 accounting estimates disclosure to indicate whether the fair value
substantially exceeds
 book value for all reporting units at the date of your most recent
impairment test. If the
 fair value substantially exceeded book value for all reporting units,
please disclose such
 information to your readers as we believe it provides them with valuable
information in
 assessing the sensitivity of your goodwill to future impairment.
Alternatively, if the fair
 value of any reporting unit does not substantially exceed book value,
identify the
 reporting unit and disclose the following:
 the percentage by which fair value exceeded carrying value at the
date of the most
 recent test;
 the amount of goodwill allocated to the reporting unit;
 a detailed description of the methods and key assumptions used and
how the key
 assumptions were determined;
 a discussion of the degree of uncertainty associated with the
assumptions; and
 a description of potential events and/or changes in circumstances
that could
 reasonably be expected to negatively affect the key assumptions.
 Please include these expanded disclosures in future filings and provide
us with your
 proposed disclosure as part of your response. Refer to Item 303(b)(3) of
Regulation S-K
 and Section V of SEC Release No. 33-8350 for guidance.
 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 Ernest Greene at 202-551-3733 or Jennifer Thompson at
202-551-3737
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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Mail Stop 3030
March 9, 2017

Via E -mail
Mr. James A. Mallak
Vice President and Chief Financial Officer
Atkore International Group Inc.
16100 South Lathorp Avenue
Harvey, Illinois 60426

Re: Atkore International Group Inc.
Form 10 -K for the Fiscal Year Ended September 30, 2016
Filed November 29, 2016
File No. 001 -37793

Dear Mr. Mallak :

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 the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

        /s/ Brian Cascio

        Brian Cascio
Account ing Branch Chief
 Office of Electronics and Machinery

CORRESP
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SEC Response Letter

 February 28, 2017

Mr. Brian Cascio

 Accounting Branch Chief

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F. Street N.E.

 Washington, D.C. 20549-7010

Re:
Atkore International Group Inc.

 Form 10-K
for the Fiscal Year Ended September 30, 2016

 Filed November 29, 2016

Form 10-Q for the Quarterly Period Ended December 30, 2016

Filed February 7, 2017

File No. 001-37793

Dear Mr. Cascio:

 This letter sets forth
the response of Atkore International Group Inc. (the “Registrant”) to the comment contained in your letter, dated February 23, 2017, relating to the Form 10-Q for the Quarterly Period Ended
December 30, 2016 File No. 001-37793, filed on February 7, 2017 (the “Form 10-Q”). The comment of the staff of the U.S. Securities and Exchange
Commission is set forth in bold italicized text below, and the response of the Registrant is set forth in plain text immediately following the comment.

Form 10-Q for the Quarterly Period Ended December 30, 2016

Exhibits 31.1 and 31.2

1.    We see that the officer certifications do not include the language referring to internal control over
financial reporting that should appear in the introductory sentence of paragraph 4. Please amend the filing to include the correct certifications. You may file an abbreviated amendment that includes a cover page, explanatory note, signature page and
paragraphs 1, 2, 4 and 5 of the certification. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K.

The Registrant is submitting, via EDGAR, Amendment No. 1 to the Form 10-Q to include the language
referring to internal control over financial reporting in the introductory sentence of paragraph 4 as required under Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation
S-K.

Mr. Brian Cascio

 2

February 28, 2017

 * * * * *

If you have any questions regarding this letter, please do not hesitate to call me at (708) 225-2085.

Sincerely,

 /s/ James A. Mallak

 James A. Mallak

 Vice President and Chief Financial Officer

cc:

    Gary Todd

    Jeanne Bennett

                Securities and Exchange Commission

    Paul M. Rodel

                Debevoise & Plimpton LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANC E
Mail Stop 3030
February 23, 2017

Via E -mail
Mr. James A. Mallak
Vice President and Chief  Financial Officer
Atkore International Group Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

 Re: Atkore International Group Inc.
Form 10-K for the Fiscal Year Ended  September 30, 2016
Filed November 29, 2016
Form 10 -Q for the Quarter ly Period  Ended December 30, 2016
Filed February 7, 2017
File No .  001-37793

Dear Mr. Mallak :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment .  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 comment  within ten busine ss days by providing the requested
information or advis e 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 -Q for the Quarter ly Period  Ended December 30, 2016

Exhibits  31.1 and 31.2

1. We see that the officer  certifications  do not include  the language referring  to internal
control  over financial  reporting  that should appear  in the  introductory  sentence  of
paragraph  4.  Please  amend  the filing  to include  the correct  certifications.   You may  file
an abbreviated  amendment  that includes  a cover  page,  explanatory  note, signature  page
and paragraphs  1, 2, 4 and 5 of the certification.  Refer  to Exchange Act Rule 13a-14(a)
and Item 601(b)(31) of  Regulation  S-K.

Mr. James A. Mallak
Atkore  International Group Inc.
February 23, 2017
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 Jeanne Bennett  at (202) 551 -3606 or Gary Todd, Senior Accountant , at
(202) 551 -3605  with any questions.   You may also reach me at (202) 551 -3676.

Sincerely,

 /s/Gary Todd for

 Brian Cascio
 Accounting Branch Chief

Mail Stop 3030

February 15 , 2017

Via E -Mail
John P. Williamson
Chief Executive Officer
Atkore International Group Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

Re: Atkore International Group Inc.
Registration Statement on Form S-1
Filed February 8 , 2017
  File No. 333-215970

Dear Mr. Williamson :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Laurie Abbott  at (202) 551 -8071  with any questions.

Sincerely,

/s/ Laurie Abbott for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  Paul M. Rodel, Esq.
Debevoise & Plimpton LLP

CORRESP
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Underwriter Acceleration Request

 VIA EDGAR

February 14, 2017

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Atkore International Group Inc. (the “Company”)

 Registration Statement on Form S-1
(File No. 333-215970)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 3:00 p.m. (ET) on
February 16, 2017, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as
many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

 As Representatives of the several Underwriters

 CREDIT SUISSE SECURITIES (USA) LLC

 By:

/s/ John M. Traugott

 Name:  John M. Traugott

 Title:    Managing Director

 DEUTSCHE BANK SECURITIES INC.

 By:

/s/ Mark Schwartz

 Name:  Mark Schwartz

 Title:    Managing Director

 By:

/s/ Francis Windels

 Name:  Francis Windels

 Title:    Managing Director

 J.P. MORGAN SECURITIES LLC

 By:

/s/ Goksu Yolac

 Name:  Goksu Yolac

 Title:    Managing Director

 [Signature Page to Acceleration
Request]

CORRESP
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Company Acceleration Request

 Atkore International Group Inc.

16100 South Lathrop Avenue

Harvey, Illinois 60426

February 14, 2017

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549-7010

Registration Statement on Form S-l

of Atkore International Group Inc.

File No. 333-215970

 Ladies and
Gentlemen:

 Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, Atkore International Group Inc., a
Delaware corporation (the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 3:00 P.M. (EST) on
February 16, 2017, as soon as practicable thereafter or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission (the
“Commission”). Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Debevoise & Plimpton LLP, by calling Paul M. Rodel at (212) 909-6478.

The Registrant hereby acknowledges that:

(i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 (ii) the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 [Remainder of the page intentionally left blank]

Very truly yours,

Atkore International Group Inc.

By:

 /s/ Daniel S. Kelly

Name:

Daniel S. Kelly

Title:

Vice President, General Counsel and Secretary

 [Signature Page to Acceleration Request]

CORRESP
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Acceleration Request

 Atkore International Group Inc.

16100 South Lathrop Avenue

Harvey, Illinois 60426

December 5, 2016

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

Registration Statement on Form S-l

of Atkore International Group Inc.

File No. 333-214871

 Ladies and
Gentlemen:

 Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, Atkore International Group Inc., a
Delaware corporation (the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 3:00 P.M. (EST) on December 6,
2016, as soon as practicable thereafter or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission (the “Commission”). Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Debevoise & Plimpton LLP, by calling Paul M. Rodel at (212) 909-6478.

The Registrant hereby acknowledges that:

(i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 (ii) the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 [Remainder of the page intentionally left blank]

Very truly yours,

Atkore International Group Inc.

By:

 /s/ Daniel S. Kelly

Name:

Daniel S. Kelly

Title:

Vice President, General Counsel and Secretary

 [Signature Page to Acceleration Request]

CORRESP
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UW Acceleration Request

 VIA EDGAR

December 5, 2016

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Atkore International Group Inc. (the “Company”)

 Registration Statement on Form S-1
(File No. 333-214871)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 3:00 p.m. (EST) on
December 6, 2016, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as
many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

Very truly yours,

As Representatives of the several Underwriters

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ John M. Traugott

 Name:  John M. Traugott

 Title:    Director

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Warren Estey

 Name:  Warren Estey

 Title:    Managing Director

By:

 /s/ Francis Windels

 Name:  Francis Windels

 Title:    Managing Director

J.P. MORGAN SECURITIES LLC

By:

 /s/ N. Goksu Yolac

 Name:  N. Goksu Yolac

 Title:    Managing Director

 [Signature Page to Acceleration Request]

Mail Stop 3030
December 5 , 2016

John P. Williamson
Chief Executive Officer
Atkore International Group  Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

Re: Atkore International Group  Inc.
  Registration Statement on Form S-1
Filed  December 1 , 2016
  File No.  333-214871

Dear  Mr. Williamson :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Tim Buchmiller  at (202) 551 -3635  with any questions.

Sincerely,

/s/ Tim Buchmiller  for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Paul M. Rodel , Esq.
Debevoise & Plimpton LLP

CORRESP
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CORRESP

 VIA EDGAR

June 7, 2016

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
Atkore International Group Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-209940)

 Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of common stock, we hereby join the
Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 3:00 p.m. (ET) on
June 9, 2016, or as soon thereafter as is practicable.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities
and Exchange Commission under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated May 31, 2016, through the date hereof:

Preliminary Prospectus dated May 31, 2016:

5663 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the
participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Remainder of Page Intentionally Left Blank]

 Very truly yours,

As Representatives of the several Underwriters

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Steven Kongmuang

Name:

Steven Kongmuang

Title:

Director

DEUTSCHE BANK SECURITIES INC.

By:

 /s/ Warren F. Estey

Name:

Warren F. Estey

Title:

Managing Director

By:

 /s/ Benjamin Marsh

Name:

Benjamin Marsh

Title:

Director

J.P. MORGAN SECURITIES LLC

By:

 /s/ Daniel Schafer

Name:

Daniel Schafer

Title:

Managing Director

 [Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 Atkore International Group Inc.

16100 South Lathrop Avenue

Harvey, Illinois 60426

June 7, 2016

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

Registration Statement on Form S-l

of Atkore International Group Inc.

File No. 333-209940

 Ladies
and Gentlemen:

 Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, Atkore International Group Inc., a
Delaware corporation (the “Registrant”), hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 3:00 PM (EDT) on June 9,
2016, as soon as practicable thereafter or at such later time as the Registrant or its counsel may orally request via telephone call to the staff of the U.S. Securities and Exchange Commission (the “Commission”). Once the
Registration Statement has been declared effective, please orally confirm that event with our counsel, Debevoise & Plimpton LLP, by calling Paul M. Rodel at (212) 909-6478.

The Registrant hereby acknowledges that:

(i) should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 (ii) the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii) the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 [Remainder of the page intentionally left
blank]

Very truly yours,

Atkore International Group Inc.

By:

 /s/ Daniel S. Kelly

Name:

Daniel S. Kelly

Title:

Vice President, General Counsel and Secretary

 [Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 June 6, 2016

 Russell
Mancuso

 Branch Chief

 Office of Electronics and Machinery

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Re:
Atkore International Group Inc.

 Registration Statement on Form S-1

Filed May 31, 2016

File No. 333-209940

 Dear Mr. Mancuso:

 This letter sets forth the responses of Atkore International Group Inc. (the “Registrant”) to the comments contained in
your letter, dated June 3, 2016, relating to the Registration Statement on Form S-1, File No. 333-209940, filed by the Registrant on May 31, 2016 (the “Registration Statement”). The comments of the staff of the U.S. Securities and
Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.

The Registrant is submitting, via EDGAR, Amendment No. 5 to the Registration Statement (“Amendment No. 5”). Enclosed with the
paper copy of this letter are four copies of a clean version of Amendment No. 5.

 Underwriting, page 150

1.    Please complete the blank in the second paragraph on page 151. Also, please tell us which provision of which
exhibit to this registration statement includes the underwriters’ agreement mentioned in that paragraph.

 In response to the
Staff’s comment, the Registrant respectfully notes that the blank in the second paragraph on page 151 is an amount dependent upon the offering price and in accordance with Rule 430A will be completed in the final prospectus. In

Russell Mancuso

2

June 6, 2016

addition, the Registrant is filing herewith as exhibit 1.1 an updated version of the form of Underwriting Agreement, which includes the underwriters’ agreement mentioned in the second
paragraph on page 151 of the prospectus. Such agreement can be found on page 12 of exhibit 1.1 in the last sentence of Section 7.

 Exhibit 1.1

 2.    Please file the complete agreement, including all annexes.

In response to the Staff’s comment, the Registrant has filed a revised exhibit 1.1, including all annexes.

Exhibit 5.1

3.    Given that clause (b) in the second paragraph of exhibit 5.1 addresses counsel’s reliance on the
individuals mentioned in clause (a) for factual matters, clause (a) appears to indicate that counsel is relying on the individuals for purposes other than factual matters. Please provide us your analysis of why such reliance for purposes other than
factual matters is necessary and appropriate for the opinion required to be filed by Regulation S-K Item 601(b)(5). For guidance, please see Section II.B.3.a of Staff Legal Bulletin No. 19 (October 14, 2011) available on the Commission’s
website.

 In response to the Staff’s comments, the Registrant has filed a revised exhibit 5.1.

* * * * *

 If you have any
questions regarding this letter, please do not hesitate to call me at (212) 909-6478.

 Regards,

/s/ Paul M. Rodel

Paul M. Rodel

cc:
Laurie Abbott

 Kristin Lochhead

Gary Todd

 U.S. Securities and
Exchange Commission

 Daniel S. Kelly, Esq.

Atkore International Group Inc.

 Enclosures

Mail Stop 3030

June 3, 2016

Via E -Mail
John P. Williamson
Chief Executive Officer
Atkore International Group Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

Re: Atkore International Group Inc.
Amendment No. 4 to Registration Statement on Form S -1
Filed May 31, 2016
  File No. 333-209940

Dear Mr. Williamson :

We have reviewed your amended 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o 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 these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our May 26, 2016  letter .

Underwriting, page 150

1. Please complete the blank in the second paragraph on page 151.  Also, please tell us
which provision of which exhibit to this registration statement includes the underwriters’
agreement mentioned in that paragraph.

Exhibit 1.1

2. Please file the complete agreement, including all annexes.

John P. Williamson
Atkore International Group Inc.
June 3, 2016
Page 2

 Exhibit 5.1

3. Given that clause (b) in the second paragraph of exhibit 5.1 addresses counsel’s reliance
on the individuals mentioned in clause (a) for factual matters, clause (a) appears to
indicate that counsel is relying on the individuals for purposes other than factual matters.
Please provide us your analysis of why such reliance for purposes other than factual
matters is necessary and appropriate for the opinion requi red to be filed by Regulation
S-K Item 601(b )(5).  For guidance, please see Section II.B.3.a of Staff Legal Bulletin No.
19 (October 14, 2011) available on the Commission’s website.

You may contact Kristin Lochhead  at (202) 551 -3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have que stions regarding comments on the financial statements and
related matters.  Please contact Laurie Abbott at (202) 551 -8071 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Paul M. Rodel, Esq.
Debevoise & Plimpton LLP

CORRESP
1
filename1.htm

CORRESP

 May 31, 2016

 Russell
Mancuso

 Branch Chief

 Office of Electronics and Machinery

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Re:
Atkore International Group Inc.

Amendment No. 3 to Registration Statement on Form S-1

Filed May 19, 2016

File No. 333-209940

 Dear Mr. Mancuso:

This letter sets forth the responses of Atkore International Group Inc. (the “Registrant”) to the comments contained in your
letter, dated May 26, 2016, relating to the Registration Statement on Form S-1, File No. 333-209940, filed by the Registrant on May 19, 2016 (the “Registration Statement”). The comments of the staff of the U.S.
Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.

The Registrant is submitting, via EDGAR, Amendment No. 4 to the Registration Statement (“Amendment No. 4”).
Enclosed with the paper copy of this letter are four copies of a clean version of Amendment No. 4, as well as four copies of a blacklined version of Amendment No. 4, marked to show changes from Amendment No. 3 to the Registration
Statement filed on May 19, 2016. Page references in the responses below are to Amendment No. 4.

 Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 47

 1. Please expand your response to prior comment 1 to
tell us whether any of the industry or end markets that you serve disproportionately impact your business relative to other industries or end markets.

Russell Mancuso

 2

May 31, 2016

 In response to the Staff’s comment, the Registrant has considered the industries and end
markets that it serves, including those highlighted in the prospectus. The Registrant believes that none of the industries or end markets it serves, other than those identified in the charts on page 1, disproportionately impact its business relative
to other industries or end markets. The Registrant’s products by their nature are used in a very diverse range of construction and industrial applications and end markets, and the mix of the Registrant’s business changes over time in line
with the trends for the many end markets that drive construction and industrial growth.

 Certain Relationships and Related Party Transactions, page
127

 2. We note your response to prior comment 6. Please disclose the dispute involving this related-party
transaction.

 In response to the Staff’s comment, the Registrant has provided additional disclosure on page 129.

* * * * *

 If you have any
questions regarding this letter, please do not hesitate to call me at (212) 909-6478.

 Regards,

 /s/ Paul M. Rodel

Paul M. Rodel

cc:
Laurie Abbott

 Kristin Lochhead

Gary Todd

    U.S. Securities and Exchange Commission

Daniel S. Kelly, Esq.

    Atkore International Group Inc.

Enclosures

Mail Stop 3030

May 26, 2016

Via E -Mail
John P. Williamson
Chief Executive Officer
Atkore International Group Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

Re: Atkore International Group Inc.
Amendment No. 3 to Registration Statement on Form S -1
Filed May 19, 2016
  File No. 333-209940

Dear Mr. Williamson :

We have reviewed your amended 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o 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 these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our May 18, 2016  letter .

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
47

1. Please expand your response to prior comment 1 to tell us whether any of the industry or
end markets that you serve disproportionate ly impact your business relative to other
industries or end markets.

John P. Williamson
Atkore International Group Inc.
May 26, 2016
Page 2

 Certain Relationships and Related Party Transactions,  page 127

2. We note your response to prior comment 6.  Please disclose the dispute involving  this
related -party transaction.
You may contact Kristin Lochhead  at (202) 551 -3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have questions regardi ng comments on the financial statements and
related matters.  Please contact Laurie Abbott at (202) 551 -8071 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Paul M. Rodel, Esq.
Debevoise & Plimpton LLP

CORRESP
1
filename1.htm

CORRESP

 May 19, 2016

 Russell
Mancuso

 Branch Chief

 Office of Electronics and Machinery

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Re:
Atkore International Group Inc.

 Amendment No. 2 to Registration Statement on Form
S-1

 Filed May 5, 2016

File No. 333-209940

 Dear Mr. Mancuso:

 This letter sets forth the responses of Atkore International Group Inc. (the “Registrant”) to the comments contained in
your letter, dated May 18, 2016, relating to the Registration Statement on Form S-1, File No. 333-209940, filed by the Registrant on May 5, 2016 (the “Registration Statement”). The comments of the staff of the U.S. Securities and
Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.

The Registrant is submitting, via EDGAR, Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Enclosed with the
paper copy of this letter are four copies of a clean version of Amendment No. 3, as well as four copies of a blacklined version of Amendment No. 3, marked to show changes from Amendment No. 2 to the Registration Statement filed on May 5,
2016. Page references in the responses below are to Amendment No. 3.

 Emerging Industry Trends, page 50

1. We note the statement in your response to prior comment 3 that you are not materially affected by solar industry
trends. Given this response, it is unclear why you repeatedly refer to the solar industry, including on three pages of your prospectus summary. Please ensure that the significance of
each of your industry and end market

Russell Mancuso

 2

May 19, 2016

references in your document is clear from context. If the solar industry is expected to materially affect your results, it is unclear why you need not disclose related trends and
risks.

 In response to the Staff’s comment, the Registrant has removed references to growth in the solar industry, including
the prospectus summary. The remaining references to the solar industry either factually discuss solar as an end market in which the Registrant serves customers or discuss the impact of the solar industry on the Registrant’s results of
operations.

 Selling, general and administrative expenses, page 53

2. Please clarify the nature of the “transaction costs,” including the transactions and costs that caused the disclosed change
in expense.

 In response to the Staff’s comment, the Registrant has provided additional disclosure on page 53.

Net Sales, page 56

 3.
Please identify the “particular end market” mentioned in the first paragraph, and show us how this development is reflected in your discussion of each segment’s results. Also (1) clarify the reference to a “particular end
market” on page 55, and (2) clarify the reason for the reduced demand for your metal electrical conduit and fittings products.

In response to the Staff’s comment, the Registrant has provided additional disclosure on pages 55, 56 and 59.

Customers, page 91

 4.
Please tell us the criteria you used to determine which customers to highlight in the second full paragraph on page 92; include in your response whether any unnamed customers also satisfy those criteria.

In response to the Staff’s comment, the Registrant notes the following:

(i) Customers identified as global electrical distributors are the only global electrical distributor customers with operations in North
America, the Registrant’s primary market.

 (ii) Customers identified as independent electrical distributors are the only two
electrical distributor buying groups in the United States. The Registrant has revised its disclosure on page 92 to clarify that such customers are buying groups and has also added its top three super-regional electrical distributor customers who are
not members of buying groups.

Russell Mancuso

 3

May 19, 2016

 (iii) Customers identified as industrial distributors and big box retailers were five of the
Registrant’s top six customers in this category by net sales in fiscal 2015. For completeness, the Registrant has added McMaster Carr Supply Co. to the list of industrial distributors and big box retailers on page 92.

Principal and Selling Stockholders, page 125

5. Please expand your response to prior comment 8 to provide us your analysis of whether directors directly or indirectly share
voting or investment power over the shares held in the name of CD&R. Note that, if a director beneficially owns shares per Rule 13d-3, the table must reflect that director’s beneficial ownership, even if beneficial ownership is
disclaimed.

 In response to the Staff’s comment, the Registrant has revised the disclosure on page 125 to reflect the
beneficial ownership by Messrs. Berges and Sleeper.

 Certain Relationships and Related Party Transactions, page 127

6. We note that your response to prior comment 9 is limited to “acknowledged, liquidated but unpaid indemnification claims.”
Please tell us the amount of any other unpaid indemnification claims, including amounts in dispute.

 The only unpaid
indemnification claim is in dispute, i.e., Tyco and the Registrant are in litigation over whether certain claims in Canada are properly “Special Products Claims” (as such term is defined in the Registration Statement under the heading
“Certain Relationships and Related Party Transactions—Investment Agreement—Indemnification”). Tyco seeks reimbursement of an immaterial amount of defense costs (approximately $1.7 million) and assumption of the ongoing defense as
well as reimbursement for any liability exposure. As with other pending Special Products Claims, the amount claimed by plaintiffs in the underlying Canadian claims has not been specified. The Registrant disputes the indemnification claim, and would
dispute the underlying claims if they are determined to be Special Products Claims, and does not believe the overall liability, if any, will be material.

Commissions and Expenses, page 150

7. We note your revisions in response to prior comment 11. However, from your disclosure, it remains unclear how investors
have sufficient information to know the role of Solebury Capital in this transaction as described in response 31 of your letter to us dated April 15, 2016. Please disclose the substance of the second paragraph of that response 31 and of
response 11 in your letter dated May 5, 2016. In this regard, please note that, although your prospectus need not specifically identify Solebury Capital as an underwriter, your prospectus should not affirmatively disclaim underwriter
status.

 In response to the Staff’s comment, the Registrant has provided additional disclosure on page 151.

* * * * *

Russell Mancuso

 4

May 19, 2016

 If you have any questions regarding this letter, please do not hesitate to call me at (212)
909-6478.

Regards,

/s/ Paul M. Rodel

Paul M. Rodel

cc:
Laurie Abbott

 Kristin Lochhead

Gary Todd

    U.S. Securities and Exchange Commission

Daniel S. Kelly, Esq.

    Atkore International Group Inc.

Enclosures

Mail Stop 3030

May 18, 2016

Via E -Mail
John P. Williamson
Chief Executive Officer
Atkore International Group Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

Re: Atkore International Group Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed May 5 , 2016
  File No. 333-209940

Dear Mr. Williamson :

We have reviewed your amended 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o 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 these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our May 3 , 2016  letter .

Emerging Industry Trends, page 50

1. We note the statement in your response to prior comment 3 that you are not materially
affected  by solar industry trends.  Given this response, it is unclear why you repeatedly
refer to the solar industry, including on three pages of your prospectus summary.  Please
ensure that the significance of each of your industry and end market references in y our
document is clear from context.   If the solar industry is expected to materially affect your
results, it is un clear why you need not disclose  related trends and risks.

John P. Williamson
Atkore International Group Inc.
May 18, 2016
Page 2

 Selling, general and administrative expenses, page 53

2. Please clarify the nature of the “transaction costs,” including the transactions and costs
that caused the disclosed change in expense.
Net Sales, page 56

3. Please identify the “particular end market” mentioned in the first paragraph, and show us
how this development is reflected in your discussion of each segment’s results.  Also (1)
clarify the reference to a “ particular end market” on page 55 , and (2) clarify the reason
for the reduced demand for your metal electrical conduit and fittings products.
Customers, page 91

4. Please tell us the criteria you used to determine which customers to highlight in the
second full paragraph on page 92; include in your response whether any unnamed
customers also satisfy those criteria.
Principal and Selling Stockholders, page 125

5. Please expand  your response to prior comment 8  to provide us your analysis of whether
directors directly or indirectly share voting or investment power over the shares held in
the name of CD&R.  Note that, if a director beneficially owns shares per Rule 13d -3, the
table must reflect that director’s beneficial ownership, even if beneficial ownership is
disclaimed.
Certain Relationships and Related Party Transactions, page 127

6. We note that your response to prior comment 9 is limited to “acknowledged, liquidated
but un paid indemnification claims.”  Please tell us the amount of any other unpaid
indemnification claims, including amounts in dispute.
Commission s and Expenses, page 15 0
7. We note your revisions in response to prior comment 11.  However, from your
disclosure,  it remains unclear how investors have sufficient information to know the role
of Solebury Capital in this transaction as described in response 31 of your letter to us
dated April 15, 2016.  Please disclose the substance of the second paragraph of that
response 31 and of response 11 in your letter dated May 5, 2016.  In this regard, please
note that, although your prospectus need not specifically identify Solebury Capital as an
underwriter, your prospectus should not affirmatively disclaim underwriter statu s.

John P. Williamson
Atkore International Group Inc.
May 18, 2016
Page 3

 You may contact Kristin Lochhead  at (202) 551 -3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please contact Laurie Abbott at (202) 551 -8071 or me at  (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Paul M. Rodel, Esq.
Debevoise & Plimpton LLP

CORRESP
1
filename1.htm

CORRESP

 May 5, 2016

 Russell
Mancuso

 Branch Chief

 Office of Electronics and Machinery

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-7010

Re:
Atkore International Group Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed April 15, 2016

File No. 333-209940

 Dear Mr. Mancuso:

This letter sets forth the responses of Atkore International Group Inc. (the “Registrant”) to the comments contained in your
letter, dated May 3, 2016, relating to Amendment No. 1 to Registration Statement on Form S-1, File No. 333-209940, filed by the Registrant on April 15, 2016 (the “Registration Statement”). The comments of the
staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.

The Registrant is submitting, via EDGAR, Amendment No. 2 to the Registration Statement (“Amendment No. 2”).
Enclosed with the paper copy of this letter are four copies of a clean version of Amendment No. 2, as well as four copies of a blacklined version of Amendment No. 2, marked to show changes from Amendment No. 1 to the Registration
Statement filed on April 15, 2016. Page references in the responses below are to Amendment No. 2.

 The Registrant is also
providing with the paper copy of this letter a draft of our opinion as to the legality of the securities being registered, which the Registrant intends to file in a future amendment to the Registration Statement once the offering size has been
determined.

 Russell Mancuso

2

May 5, 2016

 Prospectus
Summary, page 1

 1. We note your response to prior comment 8. Please revise your disclosure regarding your services
– like on pages 1, 84, and 86 – to clarify the significance of services to your business.

 In response to the
Staff’s comment, the Registrant has revised the disclosure on pages 1, 5, 6, 7, 18, 80, 82, 85, 86, 87 and F-65.

 Our Sponsor, page 8

 2. We note your response to prior comment 6 and that you continue to highlight $21 billion in 65 businesses and more
than $100 billion. We also note that you did not address the questions in the second sentence of prior comment 6. Please tell us the purpose of the information highlighted in this section of your prospectus summary. Also, provide us your analysis of
why investors do not need the information sought by the second sentence of prior comment 6 to evaluate the information you have elected to highlight.

In response to the Staff’s comment, the Registrant has revised the disclosure on page 8 to remove references to $21 billion in 65
businesses and more than $100 billion as well as the names of individual investments of the Registrant’s majority stockholder. As disclosed elsewhere in the Registration Statement, the majority stockholder currently controls approximately 99%
of the Registrant’s common stock and will remain the Registrant’s controlling stockholder upon completion of the offering. As a result, the purpose of the information in the first paragraph under the heading “Prospectus
Summary—Our Sponsor and Organizational Structure” is to provide a brief description of the nature of the business of the Registrant’s majority stockholder and its experience in the Registrant’s industry.

Management’s Discussion and Analysis, page 48

Industry Trends, page 49

 3.
We note your response to prior comment 10 and your removal of the reference to solar from this section. Please tell us why you no longer believe that you will be affected by solar industry trends, particularly given your statements about
this industry like on pages 6, 21, 85, and 86.

 The Registrant advises the Staff that legislation extending the Solar
Investment Tax Credit (the “ITC”) was signed into law on December 18, 2015. The law significantly extends the applicable time period of the ITC. Based on ongoing discussions with the Registrant’s customers in the solar
market, the Registrant believes that solar will remain a source of growth for the Registrant over the medium and long term. It is, however,

 Russell Mancuso

3

May 5, 2016

difficult for the Registrant and its customers to accurately project the growth within the industry in the short term, as installers and developers of utility solar facilities are currently
developing their longer-term investment strategies in response to extension of the ITC. For this reason, the Registrant has elected to remove third-party forecasts of growth in the solar industry from the Registration Statement as it believes that
it is not currently materially affected by solar industry trends.

 4. We note your disclosure here regarding markets and
applications that your response to prior comment 17 indicates are immaterial. Please ensure that your references to markets and applications in your prospectus make clear in context their significance to your business.

The Registrant advises the Staff that the markets and applications addressed in its response to prior comment 17 are immaterial in the context
of the Registrant’s individual segments as of the date of filing of the Registration Statement. As such, these references were removed from the description of the Registrant’s current business. The Registrant respectfully notes that the
disclosure on page 50 discusses emerging industry trends that may affect its results of operations in the future. As such, the Registrant has updated the section heading to read “Emerging Industry Trends” and reordered its position in the
section “Business Factors Influencing Our Results of Operations” to further clarify the context for the discussion of these markets and applications in relation to the Registrant’s business.

Net Sales, page 53

 5.
Please revise the last sentence of this paragraph to identify the “certain product categories” that you mention. If multiple categories are material to the disclosure, please disclose the relative impact of each
category.

 In response to the Staff’s comment, the Registrant has provided additional disclosure on page 52.

Asset Impairment, page 61

 6.
We note your response to prior comment 13. Please tell us why you removed the disclosure regarding the customer’s disproportionate purchase of higher margin product.

In response to the Staff’s comment, the Registrant has provided additional disclosure on page 62 to clarify that the decrease in sales
volumes from a key customer was as a result of the customer choosing an alternative supplier outside the United States for certain of the Registrant’s higher-margin products.

 Russell Mancuso

4

May 5, 2016

 Legal Proceedings,
page 94

 7. Please expand your response to prior comment 21 to tell us whether the proceedings involve a claim of a
dollar amount. Also, provide us your analysis of the applicability of Instruction 2 to Regulation S-K Item 103.

 The
Registrant advises the Staff that, as of the date hereof, the Wind Condominium Association, Inc. et al. putative class action does not involve a claim of a dollar amount. The Registrant further advises the Staff that dollar amounts of claims for all
Special Products Claims referred to on page 95 of Amendment No. 2 do not in the aggregate exceed 10 percent of the current assets of the Registrant.

Principal and Selling Stockholders, page 123

8. From your response to prior comment 26, it appears that directors beneficially own shares held in the name of CD&R. If
true, please revise to disclose each director’s beneficial ownership in accordance with Rule 13d-3, regardless of whether beneficial ownership is disclaimed. Also revise the last row of the table accordingly.

The Registrant advises the Staff that as disclosed on page 126 of the Registration Statement, none of the directors of the Registrant
affiliated with CD&R (Messrs. Berges, Knisely, Sleeper and Zrebiec) directly own any shares of the Registrant’s common stock. While Messrs. Berges and Sleeper are members of an investment committee of limited partners of CD&R Associates
VIII, L.P. which has the power to make investment and voting decisions with respect to the shares of common stock held by the CD&R Investor, such committee is currently comprised of 19 individuals. Accordingly, as one of 19 members, neither
Mr. Berges nor Mr. Sleeper has the power, directly or indirectly, to direct the voting of the shares or dispose of the shares of the Registrant’s common stock. If and to the extent Mr. Berges and Mr. Sleeper were deemed to
have beneficial ownership of shares of the Registrant’s common stock, each such individual expressly disclaims beneficial ownership, as permitted by Rule 13d-4.

Certain Relationships and Related Party Transactions, page 125

9. Please expand your response to prior comment 27 to tell us the amount of any unpaid indemnification claims and the amount of
any such claims in dispute. Also provide us your analysis of why you believe the dollar amounts mentioned in your response need not be disclosed so that investors can evaluate the magnitude of the obligations associated with the related party
agreement; cite in your response all authority on which you rely.

 The Registrant advises the Staff that there are no
acknowledged, liquidated but unpaid indemnification claims at this time. To the extent the Registrant has accepted a tender for indemnification, the Registrant pays claim-related expenses as invoiced. In response to the Staff’s comment, the
Registrant has revised the disclosure on page 129 to reflect the most recent information available to the Registrant with respect to total payments for Special Products Claims, including an updated amount of total payments with respect to
Special Products Claims existing as of the date of the Investment Agreement.

 Russell Mancuso

5

May 5, 2016

 Description of
Certain Indebtedness, page 137

 10. We note your response to prior comment 29. Please revise your prospectus
disclosure to clarify how the default provisions of your indebtedness are affected by the ownership of your controlling shareholder. Add any appropriate risk factors, including any antitakeover effects.

In response to the Staff’s comment, the Registrant has provided additional disclosure on pages 142, 143 and 145.

Commissions and Expenses, page 148

11. We note your response to prior comment 31. Please provide more specific disclosure regarding the “certain expenses”
being reimbursed. Please also tell us about any other relationships between you or your affiliates and Solebury Capital LLC.

In response to the Staff’s comment, the Registrant has provided additional disclosure on page 151. In addition, the Registrant
advises the Staff that it has separately engaged Solebury Capital LLC to provide investor relations and financial communications services and advice on a temporary basis to assist the Registrant in its transition to being a public company.

Relationships, page 151

 12.
We note your response to prior comment 32; however, your disclosure continues to indicate that you have merely disclosed “examples” of the relationships. Please provide complete disclosure required by Regulation S-K
Item 508, and revise any disclosure that implies the contrary.

 In response to the Staff’s comment, the
Registrant has revised the disclosure on page 153.

 Exhibit 21.1

13. Please provide us your analysis of why you have not included Heritage Plastics, Liberty Plastics, or Ridgeline.

 The Registrant advises the staff that Atkore Plastic Pipe Corporation, a wholly owned indirect subsidiary of the Registrant,
purchased substantially all of the assets of Heritage Plastics and Ridgeline and certain fixed assets and inventory of Liberty Plastics. As these were asset acquisitions, there are no additional subsidiaries to list in exhibit 21.1.

 Russell Mancuso

6

May 5, 2016

 * * * * *

 If you have any questions regarding this letter, please do not hesitate to call me at (212) 909-6478.

Regards,

/s/ Paul M. Rodel

Paul M. Rodel

cc:
Laurie Abbott

Kristin Lochhead

Gary Todd

           U.S. Securities and Exchange Commission

Daniel S. Kelly, Esq.

            Atkore International Group Inc.

Enclosures

CORRESP
1
filename1.htm

SEC Response Letter

 Confidential Treatment Requested by Atkore International Group Inc.

Under 17 C.F.R. § 200.83

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED FOR THE OMITTED PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING PLACEHOLDER “[***]”

 May 5, 2016

BY HAND

 Russell Mancuso

Branch Chief

 Office of Electronics and Machinery

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
Atkore International Group Inc.

Registration Statement on Form S-1

File No. 333-209940

 Dear Mr. Mancuso:

On behalf of Atkore International Group Inc. (the “Company”), we supplementally submit this letter related to the
Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”) and in connection with Comment 15 in the Staff’s letter dated March 31, 2016.

The purpose of this letter is to notify the Staff of the proposed price range and share number information expected to be included in the
Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement. Based on currently available information and market conditions, the initial public offering price of the Company’s
shares of Common Stock (the “Shares”) is expected to be between $[***] and $[***] per Share, after giving effect to an assumed [***]-for-[***] stock split of the Shares (which will occur prior to the launch of the offering). We
expect that [***] Shares will be offered to the public by CD&R Allied Holdings, L.P. (the “Selling Stockholder”). Due to the recent volatility in the financial markets and the volatilities evident in the market for recent IPO
issuers, the price range of the Shares may change. The Company hereby advises the Staff that it intends to file a pre-effective amendment to the Registration Statement with a

Russell Mancuso

2

May 5, 2016

 preliminary prospectus that will include a bona fide estimated public offering price range of no more than 20%
prior to the distribution of any preliminary prospectus.

 We expect the underwriters to have an option to purchase up to an additional
[***] Shares from the Selling Stockholder. We have attached herewith as Annex A for the Staff’s review certain pages of the Registration Statement revised to reflect the inclusion of the price range and related information and assuming an
offering price of $[***] per Share, the midpoint of the price range set forth above.

 In this regard, we supplementally advise the Staff
that the Company has not granted any options to purchase Shares or other equity awards since the January 26, 2016 option grants disclosed on page 75 of Annex A.

The assumed initial public offering price of $[***] reflects an increase of [***] % from the $[***] fair value of the Company’s common
stock as determined for accounting purposes in connection with the option grants on January 26, 2016. The Company believes this increase is due primarily to the following factors:

•

Strong financial performance. [***]

•

Valuation methodology differences. The method used by the board of directors to determine the fair value of the Shares prior to the proposed offering differs from that utilized by the underwriters of the offering
in establishing the assumed initial offering price range. The board’s determination of the fair value of the Shares has used a weighting of three generally accepted valuation approaches: the discounted cash flow approach, which is an income
approach, and the market-multiple and transaction-multiple approaches, both of which are market approaches. Given their assumption of a public market for the Shares following the offering, however, the underwriters relied substantially on the
market-multiple approach in determining the Company’s equity valuation and the assumed initial public offering price.

Russell Mancuso

3

May 5, 2016

 The Company, the Selling Stockholder and the underwriters are currently preparing to begin the
road show for the offering on or about [***], 2016. Accordingly, we appreciate in advance the Staff’s efforts to provide any comments on the enclosed materials as soon as practicable. The Company currently expects to file Amendment
No. 2 to the Registration Statement on or about [***], 2016, which will respond to the Staff’s letter, dated May 3, 2016.

Because of the financially-sensitive nature of the content of Annex A to this letter, the Company requests confidential treatment under 17
C.F.R. § 200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the U.S. Securities and Exchange Commission’s Office of Freedom and Information Privacy Act
Operations. The Company respectfully requests that the Staff return this letter and the attached annex to us pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review. We have provided a self-addressed
stamped envelope for this purpose.

 * * * * *

If you have any questions regarding this letter, please do not hesitate to call me at (212) 909-6478, Alexander V. Ulianov at
(212) 909-6988 or Katharine R. Steele at (212) 909-6509.

 Regards,

 /s/ Paul M. Rodel

 Paul M. Rodel

cc:
Laurie Abbott

Kristin Lochhead

Gary Todd

U.S. Securities and Exchange Commission

Daniel S. Kelly, Esq.

Atkore International Group Inc.

 Enclosures

Confidential Treatment Requested by Atkore International Group Inc.

Under 17 C.F.R. § 200.83

 Annex A

[***]

 Confidential Treatment
Requested by Atkore International Group Inc.

 Under 17 C.F.R. § 200.83

Mail Stop 3030

May 3,  2016

Via E -Mail
John P. Williamson
Chief Executive Officer
Atkore International Group Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

Re: Atkore International Group Inc.
Amendment No. 1 to Registration Statement on Form S -1
Filed April 15, 2016
  File No. 333-209940

Dear Mr. Williamson :

We have reviewed your amended 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 amending your registration statement and providing the
requested information .  If you do not believe our comments apply t o 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 these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our March 31, 2016  letter .

Prospectus Summary, page 1

1. We note your response to prior comment 8. Please revise your disclosure regarding your
services – like on pages 1, 84, and 86 – to clarify the significance of services to your
business.

Our Sponsor, page 8

2. We note your  response to prior comment 6 and  that you continue to highlight $21 billion
in 65 businesses and more than $100 billion.  We also not e that you did not address the
questions in the second sentence of prior comment 6.  Please  tell us the purpose of the
information highlighted in this section of your prospectus summary.  Also, provide us

John P. Williamson
Atkore International Group Inc.
May 3,  2016
Page 2

 your analysis of why investors do not need the infor mation sought by the second sentence
of prior comment 6 to evaluate the information you have elected to highlight.

Management’s Discussion and Analysis, page 48

Industry Trends, page 49

3. We note your response to prior comment 10 and your removal of the  reference to solar
from this section.  Please tell us why you no longer believe that you will be affected by
solar industry trends, particularly given your statements about this industry like on pages
6, 21, 85 , and 86.

4. We note your disclosure here regar ding markets and applications that your response to
prior comment 17 indicates are immaterial.  Please ensure that your references to markets
and applications in your prospectus make clear in context their significance to your
business.

Net S ales, page 53

5. Please revise the last sentence of this paragraph to identify the “certain product
categories” that you mention.  If multiple categories are material to the disclosure, please
disclose the relative impact of each category.

Asset I mpairment, page 61

6. We note your response to prior comment 13.  Please tell us why you removed the
disclosure regarding the customer’s disproportionate  purchase of higher margin product.

Legal Proceedings, page 94

7. Please expand your response to prior comment 21 to tell us whether the proceedings
involve a claim of a dollar amount.  Also, provide us your analysis of the applicability of
Instruction 2 to Regulation S -K Item 103.

Principal and Selling Stockholders, page 123

8. From your response to prior comment 26, it appears that directors beneficially own shares
held in the name of CD&R.  If true, please revise to disclose each directors’ beneficial
owner ship in accordance with Rule 13d -3, regardless of whether beneficial ownership is
disclaimed.  Also revise the last  row of the table accordingly.

Certain Relationships and Related Party Transactions, page 125

9. Please expand  your response to prior comment 27 to tell us the amount of any unpaid
indemnification claims and the amount  of any such claims in dispute.   Also provide us

John P. Williamson
Atkore International Group Inc.
May 3,  2016
Page 3

 your analysis of why you believe the dollar amounts mentioned in your response need not
be disclosed so that investors can evaluate the magnitude of the obligations associated
with the related party agreement; cite in your response all auth ority on which you rely.

Description of Certain Indebtedness, page 137

10. We note your response to prior comment 29.  Please revise your prospectus disclosure to
clarify how the default provisions of your indebtedness are affected by the ownership of
your c ontrolling shareholder.  Add any appropriate risk factors, including any anti -
takeover effects.

Commissions and Expenses, page 148

11. We note your response to prior comment 31.  Please provide more specific disclosure
regarding the “certain expenses” bei ng reimbursed.  Please also tell us about  any other
relationship s between you or your affiliates and Solebury Capital LLC.

Relationships, page 151

12. We note your response to prior comment 32; however, your disclosure continues to
indicate that you have mer ely disclosed “examples” of the relationships.  Please provide
complete disclosure required by Regulation S -K Item 508, and revise any disclosure that
implies the contrary.

Exhibit 21.1

13. Please provide us your analysis of why you have not included Heritage Plastics, Liberty
Plastics, or Ridgeline.

You may contact Kristin Lochhead  at (202) 551 -3664 or Gary Todd, Senior Accountant,
at (202) 551 -3605 if you have questions regarding comments on the financial statements and
related matters.  Please co ntact Laurie Abbott at (202) 551 -8071 or me at (202) 551 -3617 with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Paul M. Rodel, Esq.
Debevoise & Plimpton LLP

CORRESP
1
filename1.htm

CORRESP

 April 15, 2016

 Russell
Mancuso

 Branch Chief

 Office of Electronics and Machinery

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
Atkore International Group Inc.

 Registration Statement on Form S-1

Filed March 4, 2016

File No. 333-209940

 Dear Mr. Mancuso:

 This letter sets forth the responses of Atkore International Group Inc. (the “Registrant”) to the comments contained in
your letter, dated March 31, 2016, relating to the Registration Statement on Form S-1, File No. 333-209940, filed by the Registrant on March 4, 2016 (the “Registration Statement”). The comments of the staff of the U.S. Securities
and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.

The Registrant is submitting, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment No. 1”). Enclosed with the
paper copy of this letter are four copies of a clean version of Amendment No. 1, as well as four copies of a blacklined version of Amendment No. 1, marked to show changes from the Registration Statement filed on March 4, 2016. Page
references in the responses below are to Amendment No. 1.

 Market and Industry Data, page ii

1. Please tell us whether you commissioned any of the third-party data that you disclose in your registration statement.

 The Registrant advises the Staff that no data disclosed in the Registration Statement as having been prepared by a third party
have been commissioned by the Registrant.

Russell Mancuso

 2

April 15, 2016

 Prospectus Summary, page 1

2. We refer to the charts on pages 1 and 75, as well as other disclosures of adjusted net sales appearing in
your prospectus summary and repeated in the business section of your document. Please revise the disclosures to present and discuss net sales determined according to GAAP with equal or greater prominence. Refer to Item 10(e)(1)(i) of
Regulation S-K.

 In response to the Staff’s comment, the Registrant has revised and provided additional disclosure on pages
1, 3, 80 and 82.

 3. In the bullet points on page 2 of the prospectus summary and on page 76 of the
business section of your document you present statistical measures of compound annual growth of adjusted EBITDA and expansion of EBITDA margin. Tell us why it is appropriate to present these statistical measures absent also presenting
comparable statistical measures calculated using GAAP numerators and denominators with equal or greater prominence.

 In response
to the Staff’s comment, the Registrant has provided additional disclosure on pages 2, 6, 80 and 85.

4. We refer to the chart on page 3 of the prospectus summary and on page 78 of the business section of your
document. We see that you have presented measures of segment adjusted EBITDA and adjusted EBITDA margin for the twelve months ended December 31, 2015. Tell us how your disclosure of these measures is appropriate under Item 10(e) of
Regulation S-K or revise appropriately. In this regard, it is unclear how the measures of segment adjusted EBITDA can be reconciled to the ASC 280 information presented in your financial statements or the income statement you elected to present
for the twelve months ended December 31, 2015.

 In response to the Staff’s comment, the Registrant has provided additional
disclosure on pages 3, 16, 82, F-42 and F-66. The Registrant further advises the Staff that it has provided a reconciliation of Adjusted EBITDA by segment for the twelve months ended December 31, 2015 on page 16, derived from the ASC 280 information
for the three month periods ended December 25, 2015 and December 26, 2014, respectively disclosed on pages F-66, and for the fiscal year ended September 25, 2015 disclosed on page F-42.

The Registrant’s Chief Operating Decision Maker uses Adjusted EBITDA as the segment primary measure of profit and loss, as permitted by
ASC 280, which allows a company to determine segment profitability on a basis that differs from the amounts in the consolidated financial statements determined in accordance with GAAP. As clarified by Non-GAAP Financial Measures Compliance and
Disclosure Interpretation 104.01, segment information that is presented in conformity with ASC 280 is not considered to be a non-GAAP financial measure under Item 10(e) of Regulation S-K.

Russell Mancuso

 3

April 15, 2016

 The Registrant presents segment Adjusted EBITDA margin calculated as segment Adjusted EBITDA
as a percentage of Adjusted net sales. In order to comply with Item 10(e) of Regulation S-K, the Registrant has provided additional disclosure on pages 3 and 82 to also present, with equal or greater prominence, the most directly comparable
financial measure calculated and presented in accordance with GAAP, which is Adjusted EBITDA margin calculated as segment Adjusted EBITDA as a percentage of net sales (such term is calculable from two GAAP terms, and, consistent with Item
10(e)(4)(ii) of Regulation S-K, is not a non-GAAP measure).

 5. We refer to the disclosure of the cash flow conversion
percentage, appearing under the heading “Strong margin and cash flow profile” on pages 6 and 81 of your document. We note that this statistical measure is derived in part from adjusted EBITDA, a non-GAAP measure. Tell us why it is
appropriate to present this statistical measure absent also presenting a comparable statistical measure calculated using amounts that are not non-GAAP measures. Also, tell us how disclosure about this ratio is complete under Item 10(e) of Regulation
S-K.

 In response to the Staff’s comment, the Registrant has removed the reference to cash flow conversion on pages 6 and 85.

 Our Sponsor, page 8

6. We note your disclosure highlighting $21 billion in 65 businesses and more than $100 billion. Please tell us whether all
of these businesses became “more profitable” during the period of your sponsor’s investment, whether those business and transactions generated any losses for investors, and whether your sponsor controlled each business. Also tell us
the criteria you used to determine which investments to highlight in the last sentence of the first paragraph of this section; include in your response whether any unnamed investments also satisfy those criteria.

In response to the Staff’s comment, the Registrant has revised the disclosure on page 8. The Registrant also notes that the investments
by Clayton, Dubilier & Rice, LLC (“CD&R”) highlighted in the last sentence of the first paragraph of this section represent all equity investments by CD&R in the industrial and construction markets in the last decade.

 Selected Historical Consolidated Financial Information, page 44

7. We see that you have elected to present an income statement for the twelve months ended December 31, 2015. Please
add comparative disclosures for the twelve months ended December 31, 2014. Also, expand MD&A to discuss the twelve month periods ended December 31. Refer to Item 303(b)(2) of Regulation S-K.

In response to the Staff’s comment, the Registrant has provided additional disclosure starting on page 53.

Russell Mancuso

 4

April 15, 2016

 Management’s Discussion and Analysis, page 48

8. We note your reference on page 1 to providing services. Please tell us the extent of your business derived from
these services.

 The Registrant advises the Staff that it provides specialty contracting services under its Unistrut Construction
brand name to design, construct and install turn-key framing solutions that address complex construction needs of its customers. In fiscal 2015, sales derived from services performed by Unistrut Construction were approximately $39
million. The Registrant considers these services to be ancillary in nature and immaterial to its business.

 Business Factors Influencing
Results of Operations, page 48

 9. If the Flexhead Industries acquisition that you disclose in the second
paragraph on page 50 is part of your Fence and Sprinkler product line that you exited in 2015, please revise your disclosure to clarify.

The Registrant advises the Staff that FlexHead Industries was not part of the Registrant’s Fence and Sprinkler product line that the
Registrant exited in the first quarter of fiscal 2016.

 Industry Trends, page 49

10. Please tell us the portion of your business derived from the solar power generation industry. Also tell us whether
more current growth-rate data materially differs from the disclosed rate.

 The Registrant advises the Staff that the
Registrant’s total sales derived from the solar power generation industry are difficult to quantify since such sales are made through a variety of sources, including through third-party distributors. In fiscal 2015, the Registrant’s sales
of its mechanical tube products to solar original equipment manufacturers were approximately $66 million, or 4.3% and 3.8%, of the Registrant’s adjusted net sales and net sales, respectively. Further, in response to the Staff’s comment,
the Registrant has removed the U.S. Energy Information Administration’s forecasted solar photovoltaic power generation compound annual growth rate from page 49.

Net Sales, page 53

11. Please disclose the reasons for the decrease in volume of products sold mentioned in this paragraph, the first
paragraph on page 55, and the last full paragraph on page 56.

 In response to the Staff’s comment, the Registrant has
provided additional disclosure on pages 57, 58 and 60.

Russell Mancuso

 5

April 15, 2016

 Cost of Sales, page 53

12. Please separately and clearly discuss (1) the extent of the impact of material costs and (2) the extent of the impact
of volume changes on your cost of sales.

 In response to the Staff’s comment, the Registrant has provided additional
disclosure on page 57.

 Asset Impairment, page 57

13. Please disclose the reasons for the decrease in sales of the higher-margin product to the key customer.

In response to the Staff’s comment, the Registrant has provided additional disclosure on page 61.

Critical Accounting Policies and Use of Estimates, page 65

Revenue Recognition, page 65

14. We reference the disclosure that you make provisions for sales incentives, trade promotions, product returns, and
discounts based on estimates using historical experience and trend analysis. Please provide additional disclosure about the nature of each of the incentives and promotions provided to customers and specific trends that you use in estimating
provisions.

 The Registrant advises the Staff that it does not have significant sales incentives and trade promotions other than
customer rebates, which are based on sales volumes. In response to the Staff’s comment, the Registrant has revised the revenue recognition critical accounting policy on page 70 to refer to customer rebates, product returns and discounts only,
and to disclose further information regarding the nature of its rebates and the information used in estimating provisions for product returns and discounts.

Stock-Based Compensation, page 68

15. Please tell us the estimated IPO price range once you have that information. To the extent there is a significant
difference between the estimated grant-date fair value of your common shares during the past twelve months and the estimated IPO price range, please discuss for us each significant factor contributing to the difference.

The Registrant acknowledges the Staff’s comment and will disclose the estimated IPO price range once such information is available.

Russell Mancuso

 6

April 15, 2016

 Contractual Obligations, page 72

16. Please revise to disclose in a footnote to the contractual obligations table the nature of the purchase commitments.

 In response to the Staff’s comment, the Registrant has provided additional disclosure on page 77.

Our Reportable Segments, page 76

17. Please tell us whether each of the markets and applications mentioned in the last sentence of the second and fifth
paragraphs of this section contribute equally to your business. If not, please tell us the criteria you used to determine which markets and applications to identify. Also tell us whether other markets or applications contribute to your
business to the same or a greater extent.

 The Registrant advises the Staff that each of the end markets and applications
mentioned in the last sentence of the second and fifth paragraphs of the Registration Statement does not contribute equally to its business. Rather, these end markets and applications are not material to the business and represent end markets and
applications for only a subset of the Registrant’s products. As a result, the Registrant has revised the disclosure on page 81 to remove references to these end markets and applications.

18. Please tell us whether wither [sic] your metal framing business or your mechanical tubular products
business accounted for 10 percent or more of your consolidated revenue in any of the last three fiscal years. See Regulation S-K item 101(c)(1)(i). In this regard, please tell us how these businesses are consistent with the business
mentioned in the last column of the table on page 91.

 The Registrant advises the Staff that each of its metal framing and
mechanical tubular products accounted for more than 10 percent of the Registrant’s consolidated revenue in each of its last three fiscal years. In response to the Staff’s comment, the Registrant has provided additional disclosure on page
89.

 The Registrant further advises the Staff that the product categories listed on pages 88 and 89 do not represent businesses, rather,
they are product lines. Mr. Waltz, Vice President and President, Conduit & Fittings, is responsible for the management of the first three product categories listed in the chart on page 88, Mr. Lariviere, Vice President and President, Cable
Solutions, is responsible for the management of the next two product categories listed on pages 88 and 89, and Mr. Schulte, Vice President and President, Mechanical Products & Solutions, is responsible for the last five product categories listed
on page 89.

 Intellectual Property, page 87

19. We note your reference to patents relating to “a range” of your products. If not all of your material
products include patented technology, please revise to clarify the scope of your products that include such technology.

 In
response to the Staff’s comment, the Registrant has revised its disclosure on page 92 to remove the reference to the number of current and pending patents, since as noted on page 92, the Registrant does not believe its competitive position is
dependent on patent or trademark protection or that its operations are dependent on any single patent or group of related patents.

Russell Mancuso

 7

April 15, 2016

 20. Please reconcile the last sentence of the first full risk factor on page 25 with
your disclosure in this last paragraph of this section.

 In response to the Staff’s comment, the Registrant has
revised the disclosure on page 92.

 Legal Proceedings, page 90

21. It appears that you have selected one of the lawsuits mentioned in the second paragraph to name and to identify the court in which
the proceedings were instituted and the date instituted. Please tell us how you selected which matter to so disclose, and provide us your analysis of how disclosing only one such matter is consistent with Regulation S-K Item 103. Also,
disclose the relief sought in the proceedings.

 The Registrant advises the Staff that it is not currently party to
any legal proceeding that would require disclosure under Regulation S-K Item 103. Nonetheless, the Registrant has elected to voluntarily disclose the Wind Condominium Association, Inc., et al putative class action given the broad and undefined
nature of the relief sought and the potential size of the alleged class. In response to the Staff’s comment,

Mail Stop 3030

March 31 , 2016

Via E -Mail
John P. Williamson
Chief Executive Officer
Atkore International Group Inc.
16100 South Lathrop Avenue
Harvey, Illinois 60426

Re: Atkore International Group Inc.
Registration Statement on Form S-1
Filed March 4, 2016
  File No. 333-209940

Dear Mr. Williamson :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Market and Ind ustry Data, page ii

1. Please tell us whether you commissioned any of the third -party data that you disclose in
your registration statement.

Prospectus Summary, page 1

2. We refer to the charts on pages 1 and 75, as well as other disclosures of adjusted net s ales
appearing in your prospectus summary and repeated in the business section of your
document.   Please revise the disclosures to present and discuss net sales determined
according to GAAP with equal or greater prominence.   Refer to Item 10(e)(1)(i) of
Regulation S -K.

John P. Williamson
Atkore International Group Inc.
March 31,  2016
Page 2

3. In the bullet points on page 2 of the prospectus summary and on page 76 of the business
section of your document you present statistical measures of compound annual growth of
adjusted EBITDA and expansion of EBITDA margin.   Tell us why it is appropriate to
present these statistical measures absent also presenting comparable statistical measures
calculated using GAAP numerators and denominators with equal or greater
prominence.

4. We refer to the chart on page 3 of the prospectus summary and on page 78 of the business
section of your document.   We see that you have presented measures of segment adjusted
EBITDA and adjusted EBITDA margin for the twelve months ended December 31,
2015.   Tell us how your disclosure of these measures is appropriate under Item 10(e) of
Regulation S -K or revise appropriately.   In this regard, it is unclear how the measures of
segment adjusted EBITDA can be reconciled to the ASC 280 information presented in
your financial statements or the income statement you elected to present for the twelve
months ended December 31, 2015.

5. We refer to the disclosure of the cash flow conversion percentage, appearing under the
heading “Strong margin and cash flow profile” on pages 6 and 81 of your document.   We
note that this statistical measure is derived in part from adjusted EBITDA, a non -GAAP
measure.   Tell us why it is appropriate to present this statistical measure absent also
presenting a comparable statistical measu re calculated using amounts that are not non -
GAAP measures.   Also, tell us how disclosure about this ratio is complete under Item
10(e) of Regulation S -K.

Our Sponsor, page 8

6. We note your disclosure highlighting $21 billion in 65 businesses and more than  $100
billion.  Please tell us whether all of these businesses became “more profitable” during
the period of your sponsor’s investment, whether those business and transactions
generated any losses for investors, and whether you r sponsor controlled each bus iness.
Also tell us the criteria you used to determine which investments to highlight in the last
sentence of the first paragraph of this section; include in your response whether any
unnamed investments also satisfy those criteria.

Selected Historical  Consolidated Financial Information, page 44

7. We see that you have elected to present an income statement for the twelve months ended
December 31, 2015.   Please add comparative disclosures for the twelve months ended
December 31, 2014.   Also, expand MD&A t o discuss the twelve month periods ended
December 31.   Refer to Item 303(b)(2) of Regulation S -K.

John P. Williamson
Atkore International Group Inc.
March 31,  2016
Page 3

 Management’s Discussion and Analysis, page 48

8. We note your reference on page 1 to providing services.  Please tell us the extent of your
business derived fr om these services.

Business Factors Influencing Results of Operations, page 48

9. If the Flexhead Industries acquisition that you disclose in the second paragraph on page
50 is part of your Fence and Spri nkler product line that you exi ted in 2015, please  revise
your disclosure to clarify.

Industry T rends, page 49

10. Please tell us the portion of your business derived from the solar power generation
industry.  Also tell  us whether more current growth -rate data materially differs from the
disclosed rate.

Net Sales, page 53

11. Please disclose the reasons for the decrease in volume of products sold mentioned in th is
paragraph, the first paragraph on page 55, and the last full paragraph on page 56.

Cost of Sales, page 53

12. Please separately and clearly discuss (1) the extent of the impact of material costs and (2)
the extent of the impact of volume changes on your cost of sales.

Asset I mpairment, page 57

13. Please disclose the reasons for the decrease in sales of the higher -margin product to the
key customer.

Critical Accounting Policies a nd Use of Estimates, page 65

Revenue Recognition, page 65

14. We reference the disclosure that you make provisions for sales incentives, trade
promotions, product returns , and discounts based on estimates using historical experience
and trend analysis.   Please provide additional disclosure about the nature of each of the
incentives and promotions provided to customers and specific trends that you use in
estimating provision s.

John P. Williamson
Atkore International Group Inc.
March 31,  2016
Page 4

 Stock -Based Compensation, page 68

15. Please tell us the estimated IPO price range once you have that information.   To the
extent there is a significant difference between the estimated grant -date fair value of your
common shares during the past twelve mo nths and the estimated IPO price range, please
discuss for us each significant factor contributing to the difference.

Contractual Obligations, page 72

16. Please revise to disclose in a footnote to the contractual obligations table the nature of the
purcha se commitments .

Our Reportable Segments, page 76

17. Please tell us whether each of the markets and applic ations mentioned in the last sentence
of the second and fifth paragraphs of this section contribute equally to your business.  If
not, please tell us the criteria you used to determine which markets and applications to
identify.  Also tell us whether other  markets or applications contribute to your business t o
the same or a greater extent .

18. Please tell us whether wither your metal framing business or your mechanical tubular
products business accounted for 10 percent or more of your consolidated revenue in any
of the last three fiscal years.  See Regulation S -K item 101(c)(1)(i).  In this rega rd, please
tell us how these businesses are consistent with the business mentioned in the last column
of the table on page 91.

Intellectual Property, page 87

19. We note your reference to patents relating to “a range” of your products.  If not all of
your material products include patented technology, please revise to clarify the scope of
your products that include such technology.

20. Please reconcile the last sentence of the first full risk factor on page 25 with your
disclosure in this last paragraph of t his section.

Legal Proceedings, page 90

21. It appears that you have selected one of the lawsuits mentioned in the second paragraph
to name and to identify the court in which the proceedings were instituted and the date
instituted.  Please tell us how you se lected which matter to so disclose, and provide us
your analysis of how disclosing only one such matter is consistent with Regulation S -K
Item 103.  Also, disclose the relief sought in the proceedings.

John P. Williamson
Atkore International Group Inc.
March 31,  2016
Page 5

 Executive and Director Compensation, page 98

Base Salary, page 101

22. Please clarify how your executives’ base salaries for fiscal year 2015 compared to the
disclosed 50th percentile benchmark.

Annual Incentive Plan Compensation, page 101

23. Please clarify how the numbers in the “Actual” column on page 102 resulted in the
percentages in the table on page 103.

Summary Compensation Table, page 106

24. Please tell us how your Summary Compensation Table reflects the fiscal 2014
modification mentio ned on page F -61.  See Instructions 1 and 2 to Regulation S -K Item
402(c)(2)(v) and (vi).

Outstanding Equity Awards at 2015 Fiscal Year -End, page 108

25. Please provide the exercise price and expiration date columns in the table required by
Regulation S -K Item 402(f).

Principal and Selling Stockholders, page 114

26. Please disclose the natural persons who exercise the sole or shared voting and/or
dispositive powers with respect to the shares held in the name of the entity identified in
the table.

Certain  Relationships and Related Party Transactions, page 116

27. Please tell us  the nature and extent of any claims made under the indemnification
provisions  mentioned in this section .

Transactions with Other Rel ated Parties, page 119

28. Please clarify the extent of the disclosed equity positions.  Also, please (1) tell us why the
sales ended after 2014, and (2) provide us your analysis of why this section need not
describe the Tyco and affiliate sales mentioned in the first table on page F -19.

John P. Williamson
Atkore International Group Inc.
March 31,  2016
Page 6

 Description of Certain Indebtedness, page 128

29. We note your disclosure regarding default upon a change of control.  Please tell us
whether this offering will cause such a change in control or whether your majority
stockhold er could cause a default by the sale of its securities.

ABL Credit Facility, page 128

30. Please clarify why the availability under the facility differs from the borrowing base as
mentioned in the fifth paragraph of this section, given your disclosure on page 63
regarding no borrowings against the facility.  Ensure that your revised disclosure clarifies
how the availability is determined.

Commissions and Expenses, page 139

31. Please clarify the nature of the expenses that the underwriters will reimburse you.
Quantify the magnitude of the reimbursement.

Relationships, page 142

32. We note that you provide one example of your relationships with the underwriters.
Please provide more specific information regarding all relationships required to be
disclosed by Regulation S -K Item 508(a), identifying each applicable underwriter.

Atkore Internatio nal Group Inc. Consolidated Financial Statements for the Fiscal Year Ended
September 25, 2015

Note 15.   Restructuring Charges and Asset Impairments, page F -37

33. Please tell us why you do not present the Fence and Sprinkler product lines as
discontinued ope rations under ASC 205 -20.  We note that you announced the plans to
exit the operations in August 2015 and you did not adopt ASU No. 2014 -08 until the first
quarter of fiscal year 2016.

Note 18.   Segment Information, page F -65

34. Tell us why you believe it is appropriate to present corpor ate adjusted EBITDA and total
adjusted EBITDA, including corporate, in the notes to your financial statements.   In that
regard, we note that Corporate is not identified as a reportable segment.   Refer to ASC
280-10-50-30b an d Compliance and Disclosure Interpretation 104.4.

35. On pages 84 and 85 you disclose various product categories within your two reportable
segments.   Please describe to us your consideration of the product line disclosure from
ASC 280 -10-50-40.

John P. Williamson
Atkore International Group Inc.
March 31,  2016
Page 7

Exhibit I ndex, page E -1

36. We note your statement that representations and warranties have been made solely for the
benefit of the other parties to applicable agreements.  Please revise to remove any
potential  implication that the referenced  agreements do not constit ute public disclosure
under the federal securities laws.

37. We note your statement that representations and warranties may not describe the actual
state of affairs as of the date they were made or at any other time.  Please be advised that,
notwithstanding this inclusion of a general disclaimer, you are responsible for
considering whether additional specific disclosures of material information regarding
material contractual provisions are required to make the statements included in the
registration statement  not misleading.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing e ffective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

John P. Williamson
Atkore International Group Inc.
March 31,  2016
Page 8

You may contact Kristin Lochhead  at (202) 551 -3664 or Gary Todd, Senior Accountant ,
at (202) 551 -3605  if you have questions regarding comments on the financial statements and
related matters.  Please contact Laurie Abbot t at (202) 551 -8071 or me at (202) 551 -3617  with
any other questions.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Paul M. Rodel , Esq.
 Debevoise & Plimpton LLP

CORRESP
1
filename1.htm

CORRESP

 March 4, 2016

 BY
EDGAR

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

 Atkore
International Group Inc.

 Registration Statement on Form S-1

Ladies and Gentlemen:

 On behalf of Atkore International Group
Inc. (the “Registrant”), we are transmitting for filing in electronic format under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, a Registration Statement on
Form S-1 (the “Registration Statement”), relating to a proposed initial public offering of the Registrant’s common stock, par value $0.01 per share.

A wire transfer in the amount of $10,070 in payment of the filing fee for the Registration Statement has been transmitted to the lockbox account of the U.S.
Securities and Exchange Commission (the “Commission”) at U.S. Bank, N.A., St. Louis, Missouri in accordance with Rule 111 under the Securities Act and Rule 202.3a under the U.S. Securities and Exchange Commission’s Informal and
Other Procedures.

 In addition, please be advised that on October 10, 2013, Atkore International Holdings Inc., a wholly-owned subsidiary of the
Registrant, submitted a letter (the “October 2013 Letter”) to the Commission requesting a waiver of inclusion of the audited financial statements required under Regulation S-X Rule 3-05 related to the 2013 acquisition of certain
assets of Liberty Plastics, LLC (“Liberty”). The Commission granted the waiver request by letter, dated October 17, 2013 (the “October 2013 Waiver”) on the basis of the facts described in the October 2013
Letter.

 On behalf of the Company, we kindly request that the October 2013 Waiver be extended to the Registrant in connection with the filing of the
Registration Statement for the reasons described in the October 2013 Letter. For your reference, copies of the October 2013 Letter and the October 2013 Waiver are attached hereto.

Please contact the undersigned via e-mail at pmrodel@debevoise.com or by phone at (212) 909-6478, if you have any questions regarding this request or the
Registration Statement.

 Respectfully yours,

 /s/ Paul M.
Rodel

 Paul M. Rodel

 Attachments

 16100 S. Lathrop Ave.
Harvey, IL
60426
WEB / atkore.com

 A
atkore
INTERNATIONAL
Date: October 10, 2013
Mr. Mark Kronforst
Chief Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7010
Re: Application of Rule 3-05 of Regulation S-X for the acquisition
of a business Dear Mr. Kronforst:
The purpose of this letter is to request a waiver of audited financial statements under Regulation S-X Rule 3-05 (“Rule
3-05”) for Atkore International Holdings Inc. (the “Company” or “Atkore”), File No. 333-174689 related to the recent acquisition of certain assets of Liberty Plastics, LLC (referred to herein as “Liberty”).

Background
Atkore is a global manufacturer of galvanized steel tubes and
pipes, electrical conduit, armored wire and cable, metal framing systems and building components, serving a wide range of construction, electrical, fire and security, mechanical and automotive applications.
On September 13, 2013, Atkore Plastic Pipe Corporation (“Atkore Plastic Pipe”), a wholly-owned subsidiary of the Company, entered into two separate Asset Purchase
Agreements (the “Agreements”) and completed the acquisitions contemplated by each agreement on September 17, 2013 as follows:
Atkore Plastic Pipe
acquired substantially all of the assets and assumed certain liabilities of Heritage Plastics, Inc., Heritage Plastics Central, Inc. and Heritage Plastics West, Inc., each of which were determined to be under common ownership (collectively referred
to herein as “Heritage”). Heritage is engaged in the business of manufacturing and selling polyvinyl chloride (“PVC”) pipe. The aggregate purchase price was approximately $98 million, paid in cash at the closing. During the year
ended December 31, 2012, Heritage reported net sales, income before income tax and assets of $86 million, $7 million, and $51 million, respectively.

 16100 S. Lathrop Ave.
Harvey, IL 60426
WEB / atkore.com

A
atkore
INTERNATIONAL
Separately, Atkore Plastic Pipe acquired certain fixed assets, consisting of
property, plant and equipment, and inventory of Liberty. Liberty also is engaged in the business of manufacturing and selling polyvinyl chloride (“PVC”) pipe. The aggregate purchase price was approximately $3.5 million, paid in cash at the
closing. During the year ended December 31, 2012, Liberty reported net sales, income before income tax and assets of $9 million, $0.01 million, and $5 million, respectively.
Analysis under Rule 3-05 of Regulation S-X
To determine whether Heritage is significant. Rule
3-05 of Regulation S-X requires an analysis of the significance of Heritage using Rule l-02(w). We understand that Rule l-02(w) provides three tests for determining the level of significance of an acquired business: (1) the asset test, (2) the
investment test, and (3) the income test. As set forth in Schedule A, the asset, investment and income tests for Heritage on a stand-alone basis result in significance percentages of approximately 3.8% and 7.4%, and 57.1%, respectively.
As set forth in Schedule B, the asset, investment and income tests for Liberty on a stand-alone basis result in significance percentages of approximately 0.4% and 0.3%, and 0.1%,
respectively.
Under Rule 3-05 of Regulation S-X, the Company determined that Heritage is considered significant based on the income test under Rule 3-05 of
Regulation S-X requiring the filing of historical audited financial statements and determined that Liberty is not considered significant on a stand-alone basis. It was also determined that under Rule 3-05 of Regulation S-X, Liberty and Heritage are
related businesses since they had common management immediately before their acquisition by Atkore. As the businesses are related, and Heritage is already considered significant under Rule 3-05 of Regulation S-X, the businesses together would be
significant in the aggregate requiring the filing of historical audited financial statements of both Heritage and Liberty.
If Liberty and Heritage are aggregated
together for the purpose of the significance test in Rule 1- 02 W), the asset, investment and income tests result in significance percentages of approximately 4.2% and 7.7%, and 57.2%, respectively, as set forth in Schedule C.
On September 16 and 18, 2013, the Company filed current reports on Form 8-K under Item 1.01 and Item 2.01, respectively, with respect to the Heritage acquisition. Historical
financial statements for Heritage were not included with Form 8-K filed on September 18, 2013. Under Item 9.01(a)(4) of Form 8-K, financial statements of the business acquired must be filed with the initial report, or by amendment no later than
71 calendar days after the date the initial report on Form 8-K was required to be filed. Accordingly, an amendment to the Company’s Form 8-K to include such financial statements would be due by December 3, 2013.
On September 18, 2013, the Company filed current report on Form 8-K under Item 1.01 and Item 2.01, respectively, with respect to the acquisition of certain assets of Liberty.
Historical financial statements for Liberty were not included with this Form 8-K. Under Item 9.01 of Form 8-K, financial statements of the business acquired, if any, must be filed with the initial report, or by amendment no later than 71 calendar
days after the date the initial report on Form 8-K was required to be filed. Accordingly, an amendment to the Company’s Form 8-K to include such financial

 16100 S. Lathrop Ave.
Harvey, IL 60426
WEB / atkore.com
A
atkore
INTERNATIONAL
statements would be due by December 3, 2013, if such financial statements are required for Liberty.
Request for Relief
Based on the results above and the requirements of Rule 3-05 as it pertains
to related businesses, the income test would indicate that audited financial statements of both Heritage and Liberty would be required for three years. The company believes that full audited financial statements for Liberty are not meaningful to
investors due to the following reasons:
The results of the asset, investment and income tests for Liberty on a stand-alone basis indicate very low levels of
significance (less than 0.5%).
From a qualitative perspective, we are not overly emphasizing this acquisition in our external communications to investors,
analysts, etc. We have not disclosed the Liberty acquisition in a press release or any other external communication, other than what is required to be filed. Therefore, in our communications we clearly do not treat the acquisition as if it were
significant.
Liberty currently operates under the Company’s Global Pipe, Tube, and Conduit segment (“GPTC”). For fiscal year 2012, GPTC had net
sales and operating income of $1,092 million and $24 million, respectively. GPTC total assets as of September 28, 2012 were $799 million. In comparison, Liberty had net sales, operating income and total assets of $10 million, $0.05 million, and
$5 million, respectively. Each financial metric of Liberty is below 1% of GPTC. Therefore, Liberty is not significant to the Company’s GPTC segment results, on a stand-alone basis.
Although Rule 3-05 contemplates an investment, asset and income test, we have also considered other metrics in order to assess the significance of Liberty. As noted further below,
these other metrics produce a result that is consistent with the results of the asset and investment tests of significance and further demonstrates the insignificance of Liberty.
Other Factors Considered
We understand the staff does not accept alternative significance
tests as described in Section 2020.1 of the Division of Corporation Finance’s Financial Reporting Manual. While the Company understands that Rule 3-05 requires an income test, the company also evaluated the income statement significance using
the following additional financial and non-financial factors as shown in the attached Schedule D:
The Company acquired Liberty as it was considered to be a related
business to Heritage. As of December 31, 2012, Liberty represents only 0.2% of the aggregation of both Heritage and Liberty’s income before income tax. Heritage is clearly the larger of the two entities across all tests shown in Schedule
D. Under Rule 3-05 (Schedule A), Heritage does trip the income test requiring the

 16100 S. Lathrop Ave.
Harvey, IL
60426
WEB / atkore.com

 A
WEB / atkore.comatkore
INTERNATIONAL
Company to file 3 years of audited financial statements. The Company plans to file all 3 years of audited financials for Heritage.
The Company is a debt registrant and our investors consider alternative measures to U.S. Generally Accepted Accounting Principles (“GAAP”) useful. Our investors utilize
the measure of Adjusted Earnings before Interest, Taxes, Depreciation and Amortization1 (“Adjusted EBITDA”) as a key metric and a contractual measure under the debt agreement with the Credit Facility in measuring our ability to meet our
debt service obligations and to comply with the fixed-charge coverage ratio covenant (if and when applicable) under the Credit Facility. As set forth in Schedule D, Atkore’s Adjusted EBITDA for the fiscal year 2012 was $ 119 million. In
comparison, Liberty’s full year ending December 31, 2012 EBITDA was $0.01 million, which was 0.1% of Atkore’s Adjusted EBITDA for the fiscal year 2012. Atkore’s adjustments to EBITDA are not applicable to Liberty. As such,
Liberty’s EBITDA is comparative to Atkore’s Adjusted EBITDA.
Atkore has 3,000 employees and 20 manufacturing and 17 distribution facilities which total
approximately 5 million square feet worldwide. In comparison, Liberty employs approximately 40 people. Nearly all the Liberty employees work in an approximately 87,000 square foot manufacturing facility in Louisville, Kentucky.
Each of the Liberty other metrics presented above is below or at 1.6% of Atkore. Therefore, we believe that Liberty is not significant to the overall operations of Atkore and not
significant to investors’ understanding of the Company’s financial statements.
Considering the Rule 3-05 tests and other financial metrics discussed
above, the Company believes that (a) full audited financial statements and unaudited interim financial statements of Liberty would not provide meaningful information to an investor due to the insignificance of the results of operations relative to
that of the Company, (b) Liberty has been only in existence since January of 2012 and (c) that if required to do so, the Company would incur significant cost and burden in order to prepare such financial statements as Liberty has not historically
been audited, and full Regulation S-X compliant financial statements with notes are not available.
Planned Future Disclosure
In the audited financial statements of Atkore for the 2013 fiscal year, we will include disclosures required by Article 10-01(b) (4) and ASC 805, Business Combinations, with
regards to the Liberty acquisition.
1 Adjusted EBITDA is defined as EBITDA adjusted to exclude non-cash items, unusual items and other adjustments permitted in
calculating covenant compliance (if and when applicable) under the Credit Facility.

 16100 S. Lathrop Ave.
Harvey, IL 60426
A
WEB / atkore.com atkore
INTERNATIONAL
Conclusion
Based on the reasons discussed throughout this letter, management does not believe Liberty is significant, either at the date of the acquisition or on an ongoing basis. Management
believes that the other metrics, as described above, further demonstrate that the results of Liberty are insignificant. Further, management believes that historical financial statements of Liberty would not be meaningful to an investor, and that the
preparation of audited financial statements would result in significant cost and burden to the Company. Accordingly, we respectfully request that the SEC waive the requirement for the filing of financial statements under Rule 3-05 for Liberty.

If you have any questions, please do not hesitate to contact the undersigned at 708-225-2085. Thank you for your consideration.
Very truly yours,
James A. Mallak Chief Financial Officer

 A
16100 S. Lathrop Ave.
Harvey, IL 60426
WEB / atkore.com atkore
INTERNATIONAL
Schedule A
Business
Acquired:     Heritage
Date Acquired:     September 18,2013
$ in
millions
Asset Test:
Heritage
Total Assets as of December 31, 2012    $50.9
Total Atkore Assets as of September 30, 2012    $1,329
%    3.8%
Investment
Test:
US GAAP Purchase Price:    $98.7
Total Atkore Assets as of September 30, 2012    $1,329

%    7.4%
Income Test
Heritage income before taxes for the year ended
December 31,
2012    $6.9
Atkore (loss) before taxes for the year ended
September 30, 2012    $(12)
%    57.1%

    kaf-tech UNISTRUT

 16100 S. Lathrop Ave.
Harvey, IL
60426

 A
atkore
    WEB / atkore.com
INTERNATIONAL
Schedule B
Business
Acquired:     Liberty
Date Acquired:
September 18, 2013
$ in millions
Asset
Test:
Liberty Total Assets as of December 31, 2012 $4.9
Total Atkore Assets as of September 30, 2012 $1,329
%    0.4%

Investment
Test:
US GAAP Purchase Price:    $3.5
Total Atkore Assets as of
September 30, 2012    $1,329
%    0.3%
Income Test
Liberty income before taxes for the year
ended
December 31, 2012    $0.013
Atkore (loss) before taxes for the year ended
September 30,
2012    $(12)
%    0.1%

 A
16100 S.Lathrop Ave.
Harvey, IL 60426
WEB / atkore.com atkore
INTERNATIONAL
Schedule C
Business    Combined–Liberty
Acquired:     and
Heritage
Date Acquired:     September 18, 2013
$ in
millions
Asset Test:
Combined
Liberty and Heritage Total Assets as
of December 31, 2012 $    55.8
Total Atkore Assets as of September 30, 2012 $    1,329

%    4.2%
Investment
Test:
US GAAP Purchase Price: $    102.2

Total Atkore Assets as of September 30, 2012 $    1,329
%    7.7%
Income Test
Combined Liberty