United States securities and exchange commission logo
August 18, 2020
James D. DeVries
President and Chief Executive Officer
ADT Inc.
1501 Yamato Road
Boca Raton, FL 33431
Re: ADT Inc.
Preliminary
Schedule 14C
Filed on August 6,
2020
File No. 001-38352
Dear Mr. DeVries:
We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary 14C filed on August 6, 2020
Notice of Action by Written Consent of the Holders of the Majority
Voting Power of the
Company's Common Stock , page 1
1. We note your statement
here that your new charter, "provides that the U.S. federal district
courts shall, to the
fullest extent permitted by law, be the sole and exclusive forum for any
claims arising under
the Securities Act of 1933, as amended (the Securities Act )."
Please disclose whether
this provision applies to actions arising under the Exchange Act.
In this regard, we note
that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
regulations thereunder. If the provision does not apply to claims
arising under the
Exchange Act, please revise the charter to clearly state that this is the
case, or provide
reasonable assurance that you will make future investors aware of the
provision s limited
applicability (for example, by including such disclosure in your future
Exchange Act reports).
James D. DeVries
ADT Inc.
August 18, 2020
Page 2
Increase in Shares Authorized for Issuance , page 10
2. It appears that this proposal is in connection with the consummation
of your acquisition
of Cell Bounce. As such, it appears that you are required to provide
the information
required by Items 11, 13 and 14 of Schedule 14A. Please refer to Note
A of Schedule
14A, which requires the disclosure required by Items 11, 13 and 14
because shareholder
approval of an increase in shares authorized for issuance is related
to an acquisition.
Please revise or advise us why you do not need to provide this
information.
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 Scott Anderegg at 202-551-3342 or Lilyanna Peyser at
202-551-3222
with any questions.
FirstName LastNameJames D. DeVries Sincerely,
Comapany NameADT Inc.
Division of
Corporation Finance
August 18, 2020 Page 2 Office of Trade &
Services
FirstName LastName