SEC Division of Corporation Finance no-action letter: Remy International, Inc. and New Remy Holdco Corp.

Securities Exchange Act of 1934—Rules 12g-3 and 12b-2 Securities Act of 1933—Forms S-3 and S-4 Securities Act of 1933—Rules 144 and 414 Securities Act of 1933 – Section 4(a)(3) and Rule 174 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: REMY INTERNATIONAL, INC. AND NEW REMY HOLDCO CORP. Ladies and Gentlemen:
On behalf of Remy International, Inc., a Delaware corporation (the “Company”), we are requesting advice from the staff of the Office of Chief Counsel, Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to a number of succession-related issues under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These issues arise out of the Company’s plan to become a subsidiary of a new holding company, named New Remy Holdco Corp. (“New Holdco”), concurrently with consummating a merger transaction with a wholly-owned subsidiary of Fidelity National Financial, Inc. (“FNF”). Background Information

1. The Company
   The Company is a global market leader in the design, manufacture, remanufacture, marketing and distribution of non-discretionary, rotating electrical components for light and commercial vehicles for original equipment manufacturers, or OEMs, and the aftermarket. The Company sells its products worldwide primarily under the well-recognized “Delco Remy,” “Remy”, “World Wide Automotive” and “USA Industries” brand names, as well as its customers’ well-recognized private label brand names. For the year ended December 31, 2013, the Company generated net sales of $1.1 billion, net income attributable to common stockholders of $39.7 million and adjusted EBITDA of $138.9 million, representing 12.4% of its 2013 net sales. For the year ended December 31, 2012, the Company generated net sales of $1.1 billion, net income attributable to common stockholders of $138.6 million, due to a release of a valuation allowance of $89.4 million, and adjusted EBITDA of $155.5 million, 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 NEW YORK WASHINGTON PARIS LONDON MILAN ROME FRANKFURT BRUSSELS in alliance with Dickson Minto W.S., London and Edinburgh