Oshkosh Corporation
2307 Oregon Street
P.O. Box 2566
Oshkosh, Wisconsin 54903
(920) 235-9151
March 13, 2014
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Oshkosh Corporation — Registration Statement on Form S-4
Ladies and Gentlemen:
Reference is hereby made to the Registration Statement on Form S-4 filed today with the Securities and Exchange Commission (the “Commission”) by Oshkosh Corporation, a Wisconsin corporation (the “Company”), and certain of its subsidiaries (the “Guarantors”). The Registration Statement relates to the Company’s offer to exchange (the “Exchange Offer”) the Company’s 5.375% Senior Notes due 2022 (the “Original Notes”), which were issued in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of the Company’s new 5.375% Senior Notes due 2022, which are subject to the Registration Statement (the “New Notes”). The Original Notes are, and the New Notes will be, jointly, severally, fully and unconditionally guaranteed by the Guarantors. The Company and the Guarantors are registering the Exchange Offer in reliance on the position of the Staff of the Division of Corporation Finance of the Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991) as interpreted in the Staff’s letter to Shearman & Sterling (available July 2, 1993).
The Company and the Guarantors represent that neither the Company nor any of the Guarantors has entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes received in the Exchange Offer. In this regard, the Company and the Guarantors will make each person participating in the Exchange Offer aware (through the Prospectus which is a part of the Registration Statement) that any person who tenders in the Exchange Offer with the intention to participate, or for the purpose of participating, in a distribution of the New Notes may not rely on the position of the Staff enunciated in Exxon Capital Holdings Corporation and Morgan Stanley and Co., Inc. or similar no-action letters, but rather must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale transaction. The Company and the Guarantors acknowledge that any such resale transaction should be covered by an effective registration statement containing the selling security holder’s information required by Item 507 or 508, as applicable, of Regulation S-K of the Securities Act.
The Company and the Guarantors further represent that no broker-dealer has entered into any arrangement or understanding with the Company or the Guarantors or any of their affiliates to distribute the New Notes. The Company and the Guarantors will make each person participating in the Exchange Offer aware (through the Prospectus which is a part of the Registration Statement) that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Original Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act. The Company and the Guarantors will include in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer (a copy of which has been filed as Exhibit 99.1 to the Registration Statement) a provision to the effect that if the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, then the broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Original Notes pursuant to the Exchange Offer.
| | Very truly yours, |
| | |
| | OSHKOSH CORPORATION |
| | |
| | |
| By: | /s/ Bryan J. Blankfield |
| | Bryan J. Blankfield |
| | Executive Vice President, General Counsel |
| | and Secretary |
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