Securities Exchange Act of 1934
Rule 12g-3

October 11, 2011

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.

• 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 new registration statements under the Securities Act for ongoing offerings of securities covered by the Company’s currently effective registration statements on Form S-8, provided that Holdings adopts the Company’s registration statements by filing post-effective amendments 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(b)(1)(i), Rule 144(c)(1) and Rule 144(d)(1)(i) under the Securities Act.

• Average weekly reported trading volume in Company Common Stock during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of securities that may be sold pursuant to Rule 144(e).

• The Reorganization will constitute a “succession” for purposes of Rule 12g-3(a) under the Exchange Act and Holdings will be an “accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.

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.

• Incoming Letter

http://www.sec.gov/divisions/corpfin/cf-noaction/2011/mgpingredients101111-12g3.htm