Securities Exchange Act of 1934
Rule 12g-3

December 18, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

• The transaction will constitute a "succession" for the purposes of Rule 12g-3(a) under the Exchange Act and New Holdco will be an "accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.
• New Holdco may take into account the Company's reporting history under the Exchange Act in determining its eligibility to use Form S-3. The Company's reporting history under the Exchange Act may also be used in determining whether New Holdco "meets the requirements for use of Form S-3" within the meaning of Form S-4 and "satisfies the registrant requirements for use of Form S 3" within the meaning of Form S-8.
• The Company's Exchange Act reporting history may be taken into account when determining New Holdco's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
• The Division will not object if New Holdco, as successor to the Company, does not file a new registration statement under the Securities Act for ongoing offerings of securities covered by the Company's currently effective registration statement on Form S-8, provided that New Holdco adopts the Company's registration statement by filing a post-effective amendment pursuant to Rule 414 under the Securities Act.
• New Holdco may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

Our positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/remy-international-12g3.htm