O L S H A N
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PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022
TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222
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Re:
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GenCorp Inc.
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Schedule TO-I
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Filed October 2, 2014
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File No. 005-16268
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1.
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It is unclear to us how your offer complies with the provisions of Rules 13e-4(f)(1)(ii) and 14e-1(b) and with Item 4 of Schedule TO. Please advise.
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O L S H A N F R O M E W O L O S K Y L L P
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WWW.OLSHANLAW.COM
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2.
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It does not appear that you plan to register the common stock that will be issued to security holders that tender in this offer. Please tell us which exemption from registration on which you are relying and provide an analysis supporting your conclusion that the exemption is available for this transaction. If you are relying upon the exemption provided by Section 3(a)(9), please provide us with additional detail regarding the services to be rendered by the paying agent in connection with the exchange offer and explain to us why the services will not constitute “soliciting” tenders of the subject securities within the meaning of Section 3(a)(9).
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3.
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Please provide the disclosure in Item 10 in the document delivered to security holders. See Rule 13e-4(d)(1) and Rule 13e-4(e)(1)(ii)(A). Please also tell us why you have not provided the summary information required by Item 1010(c). See Instruction 6 to Item 10 of Schedule TO.
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4.
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Please define Optional Repurchase Date, which appears to a be a key term in the formula used to determine the number of shares of common stock that security holders will receive if they tender in this offering.
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5.
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Please disclose when you will determine the compensation payable to security holders for fractional shares and how you will notify security holders whether they will receive cash or whether you will round-up fractional shares.
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6.
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Please tell us how the disclosure in (iii) of the fourth bullet point is consistent with Section 29(a) of the Exchange Act.
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7.
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Please include in the offer document all disclosure required by Item 1006(c) of Regulation M-A. In this regard, we note that you have referred security holders to other filings relating to this Item.
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8.
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Provide an analysis supporting your reference to Treasury Department Circular 230 or delete the legend.
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9.
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We note that you attempt to incorporate by reference into the Offer document all filings under Section 13, 14, and 15(d) of the Exchange Act filed while your offer is pending. However, Schedule TO does not expressly authorize such “forward incorporation by reference.” Rather, General Instruction F specifies how you may incorporate by reference in a Schedule TO. Please revise.
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·
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the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
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Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and
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the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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Sincerely,
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/s/ Jeffrey S. Spindler
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Jeffrey S. Spindler
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cc:
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Christopher Cambria, GenCorp Inc.
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Steve Wolosky, Olshan Frome Wolosky LLP
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