SEC – ‘UPLOAD’ from 1/14/20 re: Ingersoll Rand Inc. – ‘TEXT-EXTRACT’

On:  Tuesday, 1/14/20, at 12:29pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed to:  2/25/20   ·   Accession #:  0-20-327

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC (PDF Text)      2±    10K 

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC (PDF Text)

                                                          January 13, 2020

Vicente Reynal                                                                  
Chief Executive Officer                                                         
Gardner Denver Holdings, Inc.                                                   
222 East Erie Street, Suite 500                                                 
Milwaukee, WI 53202                                                             

Re: Gardner Denver Holdings, Inc.                                 
Registration Statement on Form S-4                        
Filed December 30, 2019                                   
File No. 333-235748                                       

Dear Mr. Reynal:                                                                

 We have reviewed your registration statement and have the following
comment. In our                                                                 
comment, we may ask you to provide us with information so we may better         
understand your                                                                 
disclosure.                                                                     

   Please respond to this letter by amending your registration statement
and providing the                                                               
requested information. If you do not believe our comment applies to your facts  
and                                                                             
circumstances or do not believe an amendment is appropriate, please tell us why 
in your                                                                         
response.                                                                       

  After reviewing any amendment to your registration statement and the
information you                                                                 
provide in response to the comment, we may have additional comments.            

Registration Statement on Form S-4 Filed on December 30, 2019                   

Exhibits                                                                        

1.     Please provide revised tax opinions for Exhibits 8.1 and 8.2 that opine  
on the material tax                                                             
   consequences of the transactions. Currently, these opinions provide a
legal conclusion as                                                             
      it relates to one or more Internal Revenue Code provisions, but opine on
the accuracy of                                                                 
   the disclosure in the registration statement rather than the material
tax consequences. For                                                           
guidance, please refer to Section III.C.1 and 2 of CF Staff Legal 
Bulletin No. 19.                                                                

     We remind you that the company and its management are responsible for
the accuracy                                                                    
and adequacy of their disclosures, notwithstanding any review, comments, action 
or absence of                                                                   
action by the staff.                                                            
Vicente Reynal                                                                
Gardner Denver Holdings, Inc.                                                   
January 13, 2020                                                                
Page 2                                                                          

    Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate                                                                  
time for us to review any amendment prior to the requested effective date of    
the registration                                                                
statement.                                                                      

     You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376
or Lisa Haynes                                                                  
Etheredge, Staff Accountant, at (202) 551-3424 if you have questions regarding  
comments on                                                                     
the financial statements and related matters. Please contact Edwin Kim, Staff   
Attorney, at (202)                                                              
551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other   
questions.                                                                      

FirstName LastNameVicente Reynal                            Sincerely,          
Comapany NameGardner Denver Holdings, Inc.                                      
                                                   Division of
Corporation Finance                                                             
January 13, 2020 Page 2                                     Office of           
Technology                                                                      
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		2/25/20		4,  8-K,  CORRESP,  UPLOAD
Filed on:		1/14/20		UPLOAD
		1/13/20
		12/30/19		S-4,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/30/19  Ingersoll Rand Inc.               S-4                   10:14M                                    Broadridge Fin’l So… Inc