ADT INC.
1501 Yamato Road
Boca Raton, Florida 33431
January 17, 2018
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Larry Spirgel
ADT Inc.
Registration Statement on
Form S-1 (FileNo. 333-222233)
Dear Mr. Spirgel:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on FormS-1 (the“S-1”) relating to the registration of 127,777,778 shares (including 16,666,667 shares to cover over-allotments) of the common stock, par value $0.01 per share, of ADT Inc. (the “Company”) be accelerated to January 18, 2018 at 2:00 p.m. E.S.T. or as soon thereafter as may be practicable.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Tracey A. Zaccone of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212)373-3085.
*****
| Very truly yours, | ||||
| By: | /s/ P. Gray Finney | |||
| Name: | P. Gray Finney | |||
| Title: | Senior Vice President, Chief Legal Officer & Secretary | |||
January 17, 2018
Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
Goldman, Sachs & Co.
200 West Street
New York, New York10282-2198
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
RBC Capital Markets, LLC
200 Vesey Street
New York, New York 10281
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Larry Spirgel
| Re: | ADT Inc. |
Registration Statement on FormS-1 (FormNo. 333-222233)
Ladies and Gentlemen:
In connection with the above-captioned Registration Statement, we, the representatives of the several prospective underwriters, wish to advise that between January 8, 2018 and the date hereof, approximately 5,098 copies of the Preliminary Prospectus, dated January 8, 2018, were distributed to prospective underwriters, institutional investors, prospective dealers and others.
The undersigneds, as representatives of the several prospective underwriters, have and will, and each underwriter and dealer has advised the undersigneds that it has and, will, comply with the requirements of Rule15c2-8 under the Securities Exchange Act of 1934, as amended.
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m., Washington, D.C. time, on January 18, 2018 or at such later time as ADT Inc. or its counsel may orally request via telephone call to the staff of the Division of Corporate Finance of the Securities and Exchange Commission.
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| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| BARCLAYS CAPITAL INC. | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| RBC CAPITAL MARKETS, LLC | ||
| As representatives of the prospective underwriters | ||
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Lauren Garcia Belmonte | |
| Name: | Laurent Garcia Belmonte | |
| Title: | Executive Director | |
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| BARCLAYS CAPITAL INC. | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| RBC CAPITAL MARKETS, LLC | ||
| As representatives of the prospective underwriters | ||
| GOLDMAN SACHS & CO. LLC | ||
| By: | /s/ Raffael Fiumara | |
| Name: | Raffael Fiumara | |
| Title: | Vice President
| |
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| BARCLAYS CAPITAL INC. | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| RBC CAPITAL MARKETS, LLC | ||
| As representatives of the prospective underwriters | ||
BARCLAYS CAPITAL INC. | ||
| By: | /s/ Victoria Hale | |
| Name: | Victoria Hale | |
| Title: | Vice President | |
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| BARCLAYS CAPITAL INC. | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| RBC CAPITAL MARKETS, LLC | ||
| As representatives of the prospective underwriters | ||
DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Jeremy Fox | |
| Name: | Jeremy Fox | |
| Title: | Managing Director | |
| Very truly yours, | ||
| MORGAN STANLEY & CO. LLC | ||
| GOLDMAN SACHS & CO. LLC | ||
| BARCLAYS CAPITAL INC. | ||
| DEUTSCHE BANK SECURITIES INC. | ||
| RBC CAPITAL MARKETS, LLC | ||
| As representatives of the prospective underwriters | ||
RBC CAPITAL MARKETS, LLC | ||
| By: | /s/ Michael Goldberg | |
| Name: | Michael Goldberg | |
| Title: | Managing Director | |
