Supplemental Letter

0001193125-13-390370.txt : 20131209 0001193125-13-390370.hdr.sgml : 20131209 20131003172535 ACCESSION NUMBER: 0001193125-13-390370 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper B-Line, Inc. CENTRAL INDEX KEY: 0001338573 IRS NUMBER: 760638615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 509 WEST MONROE STREET CITY: HIGHLAND STATE: IL ZIP: 62249 BUSINESS PHONE: 618.654.5907 MAIL ADDRESS: STREET 1: 509 WEST MONROE STREET CITY: HIGHLAND STATE: IL ZIP: 62249 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Electric Holdings LLC CENTRAL INDEX KEY: 0001583765 IRS NUMBER: 760518215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Hydraulics LLC CENTRAL INDEX KEY: 0001583766 IRS NUMBER: 263155993 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Aerospace LLC CENTRAL INDEX KEY: 0001583768 IRS NUMBER: 341926527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wright Line LLC CENTRAL INDEX KEY: 0001583800 IRS NUMBER: 030471268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Industries CENTRAL INDEX KEY: 0001584296 IRS NUMBER: 980632292 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 70 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: DUBLIN 2 BUSINESS PHONE: 35312322000 MAIL ADDRESS: STREET 1: 70 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN 2 STATE: L2 ZIP: DUBLIN 2 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Controls (Luxembourg) S.a.r.l. CENTRAL INDEX KEY: 0001584356 IRS NUMBER: 981116654 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: RUE EUGENE RUPPERT 12 CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 BUSINESS PHONE: 3522618441 MAIL ADDRESS: STREET 1: RUE EUGENE RUPPERT 12 CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Wiring Devices, Inc. CENTRAL INDEX KEY: 0001338571 IRS NUMBER: 110701510 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 203 COOPER CIRCLE CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 BUSINESS PHONE: 770.631.2100 MAIL ADDRESS: STREET 1: 203 COOPER CIRCLE CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Corp plc CENTRAL INDEX KEY: 0001551182 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 70 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: 353 1 232 2000 MAIL ADDRESS: STREET 1: 70 SIR JOHN ROGERSON'S QUAY CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: Eaton Corp Ltd DATE OF NAME CHANGE: 20120530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton US Holdings, Inc. CENTRAL INDEX KEY: 0001583767 IRS NUMBER: 455551329 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Leasing Corp. CENTRAL INDEX KEY: 0001583769 IRS NUMBER: 341349740 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wright Line Holding, Inc. CENTRAL INDEX KEY: 0001583794 IRS NUMBER: 200797854 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Technologies (Luxembourg) S.a.r.l. CENTRAL INDEX KEY: 0001584303 IRS NUMBER: 981116656 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: RUE EUGENE RUPPERT 12 CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 BUSINESS PHONE: 3522618441 MAIL ADDRESS: STREET 1: RUE EUGENE RUPPERT 12 CITY: LUXEMBOURG CITY STATE: N4 ZIP: L-2453 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Eaton Aeroquip LLC CENTRAL INDEX KEY: 0001583770 IRS NUMBER: 263155882 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 BUSINESS PHONE: (440)523-5000 MAIL ADDRESS: STREET 1: 1000 EATON BOULEVARD CITY: CLEVELAND STATE: OH ZIP: 44122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Crouse-Hinds, LLC CENTRAL INDEX KEY: 0001338575 IRS NUMBER: 201288146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: WOLF & 7TH NORTH STREETS CITY: SYRACUSE STATE: NY ZIP: 13221 BUSINESS PHONE: 315.477.7000 MAIL ADDRESS: STREET 1: WOLF & 7TH NORTH STREETS CITY: SYRACUSE STATE: NY ZIP: 13221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Turlock B.V. CENTRAL INDEX KEY: 0001583803 IRS NUMBER: 981116699 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: PRINS BERNHARDPLEIN 200 CITY: AMSTERDAM STATE: P7 ZIP: 1097JB BUSINESS PHONE: 31205214777 MAIL ADDRESS: STREET 1: PRINS BERNHARDPLEIN 200 CITY: AMSTERDAM STATE: P7 ZIP: 1097JB FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cooper Offshore Holdings Ltd. CENTRAL INDEX KEY: 0001583806 IRS NUMBER: 980357009 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CANON'S COURT 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: L-2453 BUSINESS PHONE: 14412952244 MAIL ADDRESS: STREET 1: CANON'S COURT 22 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: L-2453 FORMER COMPANY: FORMER CONFORMED NAME: Eaton Offshore Holdings Ltd. DATE OF NAME CHANGE: 20130806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER POWER SYSTEMS, LLC CENTRAL INDEX KEY: 0001338577 IRS NUMBER: 760253330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 2300 BADGER DRIVE CITY: WAUKESHA STATE: WI ZIP: 53188 BUSINESS PHONE: 262.896.2400 MAIL ADDRESS: STREET 1: 2300 BADGER DRIVE CITY: WAUKESHA STATE: WI ZIP: 53188 FORMER COMPANY: FORMER CONFORMED NAME: Cooper Power Systems, Inc. DATE OF NAME CHANGE: 20050913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER LIGHTING, LLC CENTRAL INDEX KEY: 0001338576 IRS NUMBER: 760554120 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 1121 HIGHWAY 74 SOUTH CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 BUSINESS PHONE: 770.486.4800 MAIL ADDRESS: STREET 1: 1121 HIGHWAY 74 SOUTH CITY: PEACHTREE CITY STATE: 2Q ZIP: 30269 FORMER COMPANY: FORMER CONFORMED NAME: Cooper Lighting, Inc. DATE OF NAME CHANGE: 20050913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EATON CORP CENTRAL INDEX KEY: 0000031277 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 340196300 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: EATON CTR STREET 2: 1111 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114-2584 BUSINESS PHONE: 2165235000 MAIL ADDRESS: STREET 1: 1111 SUPERIOR AVENUE CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: EATON YALE & TOWNE INC DATE OF NAME CHANGE: 19710822 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COOPER BUSSMANN, LLC CENTRAL INDEX KEY: 0001338574 IRS NUMBER: 760554116 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 114 OLD STATE ROAD CITY: ELLSVILLE STATE: MO ZIP: 63021 BUSINESS PHONE: 636.394.2877 MAIL ADDRESS: STREET 1: 114 OLD STATE ROAD CITY: ELLSVILLE STATE: MO ZIP: 63021 FORMER COMPANY: FORMER CONFORMED NAME: Cooper Bussmann, Inc. DATE OF NAME CHANGE: 20050913 CORRESP 1 filename1.htm Supplemental Letter

EATON CORPORATION

1000 EATON BOULEVARD

CLEVELAND, OHIO 44122

(440) 523-5000


VIA EDGAR		October 3, 2013

Re:

Eaton Corporation

and Guarantors

Registration Statement on Form S-4

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

Reference is made to the Registration Statement of Eaton Corporation (the “Issuer”), Eaton Corporation plc, Turlock B.V., Eaton US Holdings, Inc., Eaton Controls (Luxembourg) S.à r.l., Eaton Technologies (Luxembourg) S.à r.l., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Hydraulics LLC, Eaton Leasing Corporation, Wright Line Holding, Inc., Wright Line LLC, Cooper Industries, Eaton Electric Holdings LLC, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC, Cooper Power Systems, LLC and Cooper Wiring Devices, Inc. (collectively with the Issuer, the “Registrants”) on Form S-4 (File No. 333-191035), as amended (the “Registration Statement”), registering the offer to exchange up to $600,000,000 aggregate principal amount of its 0.950% Senior Notes due 2015 (CUSIP number 900212AF8), up to $1,000,000,000 aggregate principal amount of its 1.500% Senior Notes due 2017 (CUSIP number 900212AJ0), up to $1,600,000,000 aggregate principal amount of its 2.750% Senior Notes due 2022 (CUSIP number 900212AK7), up to $700,000,000 aggregate principal amount of its 4.000% Senior Notes due 2032 (CUSIP number 900212AB7) and up to

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$1,000,000,000 aggregate principal amount of its 4.150% Senior Notes due 2042 (CUSIP number 900212AD3) (together with the guarantees thereof, the “Exchange Notes”) for any and all of its outstanding 0.950% Senior Notes due 2015 (CUSIP numbers 900212AE1 and U9029CAC2), 1.500% Senior Notes due 2017 (CUSIP numbers 900212AG6 and U9029CAD0), 2.750% Senior Notes due 2022 (CUSIP numbers 900212AH4 and U9029CAE8), 4.000% Senior Notes due 2032 (CUSIP numbers 900212AA9 and U9029CAA6) and 4.150% Senior Notes due 2042 (CUSIP numbers 900212AC5 and U9029CAB4) (together with the guarantees thereof, the “Outstanding Notes”) of the Issuer, respectively, which were issued in a private placement in November 2012 in reliance upon Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The Registrants are registering the Exchange Notes on the Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital”), Morgan Stanley & Co. Incorporated, available June 5, 1991 (regarding resales) and Shearman & Sterling, available July 2, 1993 (with respect to the participation of broker-dealers). The Registrants hereby make the following representations to the Staff of the Commission:

1. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrants’ information and belief without independent investigation, each person participating in the exchange offers is acquiring the Exchange Notes in its ordinary course of business and is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in, the distribution of the Exchange Notes. In this regard, the Registrants will disclose to each person participating in the exchange offers that if such person is participating in the exchange offers for the purpose of distributing the Exchange Notes, such person (i) could not rely on the Staff position enunciated in Exxon Capital or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale

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transaction. Each Registrant acknowledges that such a secondary resale transaction by such person participating in the exchange offers for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

2. No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes. The Registrants will disclose to each person participating in the exchange offers (through the exchange offer prospectus) that any broker-dealer who receives the Exchange Notes for its own account pursuant to the exchange offers may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrant will also include in the letter of transmittal to be executed by each holder participating in the exchange offers that each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes and that by so acknowledging and delivering a prospectus, the broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

If you have any questions on the above-referenced Registration Statement, please contact Richard A. Fenyes of Simpson Thacher & Bartlett LLP at (212) 455-2812.


Very truly yours,

By:		/s/ Mark M. McGuire
		Name: Mark M. McGuire Title: Executive Vice President and General Counsel