Published on July 14, 2008
| Sarah B. Gabriel To Call Writer Directly: (312) 861-2227 sgabriel@kirkland.com |
200 East Randolph Drive Chicago, Illinois 60601
(312) 861-2000
www.kirkland.com |
Facsimile: (312) 861-2200 Dir. Fax: (312) 846-9225 |
July 14, 2008
VIA EDGAR AND COURIER
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Mail Stop 3720
Washington, D.C. 20549
| Attention: | Tim Buchmiller |
| Andri Boerman |
| Angela Crane |
| Gabriel Eckstein |
| Re: | John Bean Technologies Corporation |
| Registration Statement on Form 10 |
| Filed on April 30, 2008 |
| File No. 001-34036 |
Ladies and Gentlemen:
John Bean Technologies Corporation, a Delaware corporation (the “Company”), has today filed with the Securities and Exchange Commission (the “Commission”), pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Amendment No. 5 (the “Amendment”) to its Registration Statement on Form 10 originally filed on April 30, 2008 (as amended, the “Registration Statement”).
On behalf of the Company, we are writing to respond to the comment raised in your letter to the Company dated July 11, 2008. The response below corresponds to the caption of that comment (which is reproduced below in bold). For your convenience, copies of the Amendment are enclosed and have been marked to show changes from the Company’s Amendment No. 4 to the Registration Statement filed on July 10, 2008.
Exhibits
| 1. | Please file the Transition Services Agreement as a separate exhibit as required by Item 601(b)(10) of Regulation S-K. |
| Hong Kong | London | Los Angeles | Munich | New York | San Francisco | Washington, D.C. |
Securities and Exchange Commission
July 14, 2008
Page 2
Response. While the Company does not agree that the Transition Services Agreement is required by Item 601(b)(10) of Regulation S-K to be filed as an exhibit to the Registration Statement, in response to the Staff’s comment, the Company has herewith filed Amendment No. 5 to the Registration Statement, including the Transition Services Agreement as Exhibit 10.7 thereto.
We hope that the foregoing has been responsive to the Staff’s comment. All inquiries, comments, notices and orders with respect to this letter, should be directed to Carol Anne Huff at (312) 861-2163 at Kirkland & Ellis LLP or Sarah B. Gabriel at Kirkland & Ellis LLP at (312) 861-2227. The address of the Company is John Bean Technologies Corporation, 200 E. Randolph Drive, Floor 66, Chicago, IL 60601, Attention: Charles H. Cannon, Jr.
Please do not hesitate to contact the undersigned at the number above with any questions regarding this response.
Sincerely,
/s/ Sarah B. Gabriel
Sarah B. Gabriel
| cc: | Charles H. Cannon, John Bean Technologies Corporation |
| R. Scott Falk, P.C., Kirkland & Ellis LLP |
| Carol Anne Huff, Kirkland & Ellis LLP |