Securities Exchange Act of 1934
Rule 12g-3

October 30, 2015

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 ARRIS will be a “large accelerated filer” for purposes of Rule 12b-2 under the Exchange Act.
• New ARRIS may take into account ARRIS’s reporting history under the Exchange Act in determining its eligibility to use Form S-3.  ARRIS’s reporting history under the Exchange Act may also be used in determining whether New ARRIS “meets the requirements for use of Form S-3” within the meaning of Form S-4.
• ARRIS’s Exchange Act reporting history may be taken into account when determining New ARRIS’s compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
• New ARRIS 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).

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/2015/arris-group-103015-12g3.htm