Securities Exchange Act of 1934
Rule 12g-3

May 5, 2016

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows.  Capitalized terms have the same meanings defined in your letter.

• The transaction will constitute a “succession” for purposes of Rule 12g‑3(a) under the Exchange Act and New ITT will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act;
• The New ITT may take into account ITT’s reporting history under the Exchange Act in determining its eligibility to use Form S-3.  ITT’s reporting history under the Exchange Act also may be used in determining whether New ITT “meets the requirements for use of Form S-3” within the meaning of Form S-4;
• The Division will not object if New ITT, as successor to ITT, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by ITT’s Prior Registration Statements, provided that New ITT adopts the Prior Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act;
• ITT’s Exchange Act reporting history may be taken into account when determining New ITT’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act; and
• New ITT may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Section 4(3) of the Securities Act.

These positions are based on the representations made to the Division in your letter.  Different facts or conditions might require different conclusions.  Having stated our views here and in several other letters regarding these succession-related matters, we do not intend to respond to letters relating to these or similar succession-related matters unless they present novel or unusual issues.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2016/itt-corp-050516-12g3.htm