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BEIJING
BRUSSELS
CENTURY CITY
HONG KONG
LONDON
LOS ANGELES
NEWPORT BEACH | Times Square Tower 7 Times Square New York, New York 10036
TELEPHONE (212) 326-2000 FACSIMILE (212) 326-2061 www.omm.com | SAN FRANCISCO
SHANGHAI
SILICON VALLEY
SINGAPORE
TOKYO
WASHINGTON, D.C. | ||
WRITER’S DIRECT DIAL
(212) 408-2440
WRITER’S E-MAIL ADDRESS
wkuesel@omm.com
March 19, 2012
VIA EDGAR AND HAND DELIVERY
Russell Mancuso
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549-3628
| Re: | Rexnord Corporation |
| Amendment No. 5 to Registration Statement on Form S-1 |
| Filed March 13, 2012 |
| File No. 333-174504 |
Dear Mr. Mancuso:
On behalf of Rexnord Corporation, a Delaware corporation (the “Company”), this letter sets forth the Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) conveyed to me telephonically on March 16, 2012 (the “Comments”) regarding the above referenced Registration Statement on Form S-1 (as amended on July 8, 2011, August 15, 2011, November 22, 2011, February 22, 2012 and March 13, 2012, the “Registration Statement”). The Company is filing concurrently with this letter Amendment No. 6 to the Registration Statement (“Amendment No. 6”).
For the convenience of the Staff, each of the Comments is restated in italics prior to the response to such Comment. Capitalized terms used and not defined herein have the meanings given in Amendment No. 5.
Russell Mancuso, March 19, 2012 - Page 2
| 1. | Please revise your disclosure to show the dollar amount of proceeds of the offering to be received by affiliates of Goldman Sachs. |
Response:
Revisions have been made to pages 12, 27, 135 and 138 in response to the Staff’s comment.
| 2. | Please revise your disclosure to include the name of the firm acting as qualified independent underwriter. |
Response:
Revisions have been made on pages 12, 27 and 138 in response to the Staff’s comment.
* * * * * *
We appreciate the Staff’s comments and request the Staff contact the undersigned at (212) 408-2440 or (212) 326-2061 (facsimile) with any questions or comments regarding this letter.
Sincerely,
/s/ William Kuesel
William Kuesel
of O’MELVENY & MYERS LLP
| cc: | Patricia M. Whaley, Esq. |
| Kenneth V. Hallett, Esq., Quarles & Brady LLP |
| Gregory A. Ezring, Esq., Paul, Weiss, Rikfind, Wharton & Garrison LLP |
| Michael Kaplan, Esq., Davis Polk & Wardwell LLP |