CORRESP 1 filename1.htm

 

February 4, 2014

 

VIA EDGAR

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:                             Headwaters Incorporated and Subsidiary Guarantors

Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

On behalf of Headwaters Incorporated, a Delaware corporation (the “Issuer”), and the Issuer’s subsidiary guarantors (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”), we hereby submit for filing by direct electronic transmission under the Securities Act of 1933, as amended (the “Securities Act”), a registration statement on Form S-4 (the “Registration Statement”), together with certain exhibits thereto, relating to the Issuer’s offer to exchange $150,000,000 aggregate principal amount of its 7¼% Senior Notes due 2019 (the “Exchange Notes”) for its outstanding $150,000,000 principal amount of 7¼% Senior Notes due 2019 (the “Outstanding Notes”), which were offered and sold on December 10, 2013 in a private offering. The Outstanding Notes are, and the Exchange Notes will be, guaranteed by the Guarantors, who are also registrants under the Registration Statement.

 

The Registrants are registering the Exchange Notes on the Registration Statement in reliance on the position of the Securities and Exchange Commission (the “Commission”) enunciated in Exxon Capital Holdings Corporation, available May 13, 1988, Morgan Stanley & Co., Incorporated, available June 5, 1991, and Shearman & Sterling, available July 2, 1993.  Please also find attached a letter from the Registrants, which makes certain representations in connection with the submission of the Registration Statement.

 

The filing fee for the Registration Statement in the amount of $19,320 was previously deposited by wire transfer of same day funds to the Commission’s account at U.S. Bank.

 

If you have any questions on the above-referenced Registration Statement, please contact me at (415) 983-7334.

 

 

Sincerely,

 

 

 

 

 

/s/ Linda C. Williams

 

 

 

 

 

Linda C. Williams

 

 


 

[Headwaters Incorporated Letterhead]

 

February 4, 2014

 

VIA EDGAR

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:                             Headwaters Incorporated and Subsidiary Guarantors

Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

Headwaters Incorporated, a Delaware corporation (the “Issuer”), and the Issuer’s subsidiary guarantors (collectively, the “Guarantors” and, together with the Issuer, the “Registrants”), in connection with the submission for filing by direct electronic transmission under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement on Form S-4 (the “Registration Statement”), together with certain exhibits thereto, relating to the Issuer’s offer to exchange $150,000,000 principal amount of 7¼% Senior Notes due 2019 (the “Exchange Notes”) for its outstanding $150,000,000 principal amount of 7¼% Senior Notes due 2019 (the “Outstanding Notes”) which were offered and sold on December 10, 2013 in a private offering.

 

The Registrants are registering the Exchange Notes on the Registration Statement in reliance on the position of the Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation, available May 13, 1988 (“Exxon Capital), Morgan Stanley & Co., Incorporated, available June 5, 1991, and Shearman & Sterling, available July 2, 1993, and hereby represent as follows:

 

1.              The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes and, to the best of each of the Registrant’s information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. In this regard, the Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus or otherwise) that if the exchange offer is being registered for the purposes of secondary resale, any securityholder using the exchange offer to participate in a distribution of the Exchange Notes (i) could not rely on the Staff position enunciated in Exxon Capital or similar letters and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

 

2.              No broker-dealer has entered into any arrangement or understanding with the Registrants or an affiliate of the Registrants to distribute the Exchange Notes.

 


 

The Registrants will make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds the Outstanding Notes acquire for its own account as a result of market-making activities or other trading activities, and who receives the Exchange Notes in exchange for such Outstanding Notes pursuant to the exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those Exchange Notes. The Registrants will include in the transmittal letter to be executed by an exchange offeree in order to participate in the exchange offer the following additional provision if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities:  an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the exchange offer. The transmittal letter or similar documentation will include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

 

Sincerely,

 

Headwaters Incorporated, a Delaware corporation

HCM Stone, LLC, a Utah limited liability company

Dutch Quality Stone, Inc., an Ohio corporation

Eldorado SC-Acquisition Co., a Utah corporation

Eldorado Stone LLC, a Delaware limited liability company

Eldorado Stone Acquisition Co., LLC, a Utah limited liability company

Eldorado Stone Funding Co., LLC, a Utah limited liability company

Stonecraft Manufacturing, LLC, an Ohio limited liability company

Chihuahua Stone, LLC, a Utah limited liability company

Eldorado Stone Operations, LLC, a Utah limited liability company

L-B Stone, LLC, a Utah limited liability company

Headwaters Resources, Inc., a Utah corporation

Headwaters Services Corporation, a Utah corporation

Headwaters Construction Materials, Inc., a Utah corporation

HCM Utah, LLC, a Utah limited liability company

Global Climate Reserve Corporation, a Utah corporation

Headwaters Construction Materials, LLC, a Texas limited liability company

Tapco International Corporation, a Michigan corporation

Atlantic Shutter Systems, Inc., a South Carolina corporation

Headwaters Technology Innovation Group, Inc. a Utah corporation

Headwaters Energy Services Corp., a Utah corporation

Headwaters Heavy Oil, LLC, a Utah limited liability company

Headwaters Synfuels Investments, LLC, a Utah limited liability company

 

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Covol Engineered Fuels, LC, a Utah limited liability company

Covol Fuels No. 2, LLC, a Utah limited liability company

Covol Fuels No. 4, LLC, a Utah limited liability company

Covol Fuels No. 5, LLC, a Utah limited liability company

Headwaters CTL, LLC, a Utah limited liability company

Environmental Technologies Group, LLC, a Utah limited liability company

Headwaters Ethanol Operators, LLC, a Utah limited liability company

HES Ethanol Holdings, LLC, a Utah limited liability company

Headwaters Plant Services, Inc., a Utah corporation

Covol Fuels Alabama No. 3, LLC, a Utah limited liability company

Covol Fuels Alabama No. 4, LLC, a Utah limited liability company

Covol Fuels Alabama No. 5, LLC, a Utah limited liability company

Covol Fuels Alabama No. 7, LLC, a Utah limited liability company

Covol Fuels Rock Crusher, LLC, a Utah limited liability company

Covol Fuels Chinook, LLC, a Utah limited liability company

FlexCrete Building Systems, LC, a Utah limited liability company

HCM Louisiana, LLC, a Utah limited liability company

Headwaters Clean Carbon Services LLC, a Utah limited liability company

Roof Tile Acquisition, LLC, a Delaware limited liability company

Entegra Roof Tile, LLC, a Florida limited liability company

Entegra Roof Tile Delivery, LLC, a Florida limited liability company

Entegra Roof Tile Sales, LLC, a Florida limited liability company

Entegra Roof Tile Okeechobee, LLC, a Florida limited liability company

 

 

 

 

 

 

By:

 /s/ Harlan Hatfield

 

 

 

Harlan Hatfield

 

 

 

General Counsel

 

 

cc:           Linda C. Williams

 

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