Securities Exchange Act
Rule 12g-3

November 22, 2010

Response of the Office of Chief Counsel
Division of Corporation Finance

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

• Holdings may take into account the Company’s reporting history under the Exchange Act in determining its eligibility to use Forms S-3 and S-8. The Company’s reporting history under the Exchange Act may also be used in determining whether Holdings “meets the requirements for use of Form S-3” within the meaning of Form S-4.
   
• The Division will not object if Holdings, as successor to the Company, does not file a new registration statement under the Securities Act for the ongoing offering of securities covered by the Company’s currently effective registration statement on Form S-8, provided that Holdings adopts the Company’s registration statement by filing a post-effective amendment pursuant to Rule 414 under the Securities Act.
   
• The Company’s Exchange Act reporting history may be taken into account when determining Holdings’ compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
   
• The Reorganization will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act.
   
• After consummation of the Reorganization, Holdings may succeed to the Commission file number currently used by the Company.

These 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/2010/hca112210-12g3.htm