SEC Division of Corporation Finance no-action letter: Swisher Hygiene Inc.

Akerman LLP
Las Olas Centre II, Suite 1600
350 East Las Olas Boulevard
Fort Lauderdale, FL 33301-2999
Tel: 954.463.2700
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VIA E-MAIL
Division ofCorporation Finance
100 F Street, N .E.
Washington, D.C. 20549
1934 Act
Section 12(g)
Section 13(a)
Re: Swisher Hygiene Inc. Request for Relief from Exchange Act Reporting Requirements During Dissolution and Liquidation Ladies and Gentlemen:
On behalf of Swisher Hygiene Inc., a Delaware corporation (the "Company"), and in light ofthe Company's liquidation and dissolution, we are writing to request relief from the staff ofthe Division of Corporation Finance ofthe Securities and Exchange Commission (the "Commission") from the reporting requirements under
Section 13(a) ofthe Securities Exchange Act of 1934, as amended (the "Exchange Act"), beginning with its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. On May 27, 2016, the Company filed a Certificate ofDissolution with the State ofDelaware (the "Certificate"), which Certificate became effective at 6:00 P.M. Eastern Time on that date (the "Effective Time"), and as ofthe Effective Time the Company closed its stock transfer books such that the Company's transfer agent will not record any further transfers ofthe Company's Common Stock (as defined below), except pursuant to the provisions of a deceased stockholder's will, intestate succession or by operation oflaw, and the Company will not issue any new stock certificates, other than replacement certificates. Upon granting ofthe requested relief, the Company undertakes to disclose any material developments relating to its liquidation, dissolution, financial condition, and other material developments, including material developments relating to the Berger and Honeycrest litigations, which are further described below, on Current Reports on Form 8-K until the Company completes its dissolution at which time it will file a Form 15 to deregister the Company's Common Stock, par value $0.001 per share (the "Common Stock"), under Section 12(g) ofthe Exchange Act. The Company has no class of capital stock issued or outstanding other than the Common Stock and no issued or outstanding publicly held debt or other securities.
I. Background.
Swisher Hygiene Inc. previously operated a business delivering essential hygiene and sanitizing solutions to customers in a wide range of end-markets, with a particular emphasis on the foodservice, hospitality, retail, and healthcare industries. On August 12, 2015, the Company entered into a purchase agreement (the "Purchase Agreement") with Ecolab Inc. ("Ecolab"), pursuant to which Ecolab agreed to purchase from the Company its wholly-owned akerman.com {38787436;1}