The SEC Responds to Eaton Corporation on Successor Issuers

In response to Eaton Corporation, Eaton Corporation Limited and Cooper Industries plc, the SEC Division of Corporation Finance issued a fairly standard no-action letter on successor issuers:

• After consummation of the Transaction, New Eaton's ordinary shares will be deemed registered under the Exchange Act by operation of Rule 12g-3(c), and New Eaton will be a "large accelerated filer" for purposes of Exchange Act Rule 12b-2.
• After consummation of the Transaction and before New Eaton files its first annual report on Form 10-K after the Transaction, it may use Form S-8 or post-effective amendments to the Registration Statement (assuming a sufficient number of New Eaton's ordinary shares are included) to register the securities covered by the New Eaton Plans and any new benefit plans, stock purchase plans or stock incentive plans of New Eaton.
• New Eaton may take into account Eaton's and Cooper's reporting histories under the Exchange Act in determining its eligibility to use Forms S-3, S-4 and S-8.
• New Eaton may take into account Eaton's and Cooper's Exchange Act reporting histories in determining whether New Eaton has complied with the current public information requirements of Securities Act Rule 144(c)(1).
• New Eaton 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).

Cross-Reference(s): Securities Exchange Act Rule 12g-3 [Registration of Securities of Successor Issuers Under Section 12(b) or 12(g)].

View response in full here (links externally to SEC website).
See also: Incoming Letter.