Steel Dynamics, Inc.
7575 W. Jefferson Blvd.
Fort Wayne, IN 46804
(260) 969-3500
June 28, 2013
VIA EDGAR
Mr. Jay Ingram, Legal Branch Chief
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Steel Dynamics, Inc.
and the Additional Registrants listed on Annex A hereto
Registration Statement on Form S-4, File No. 333-189087
Dear Mr. Ingram:
Steel Dynamics, Inc., an Indiana corporation, and each of the guarantors set forth on Annex A hereto (collectively, the Registrants) are registering an exchange offer (the Exchange Offer) for up to $400,000,000 aggregate principal amount of Registrants 6 1/8% unregistered Senior Notes due 2019, issued August 16, 2012, and of up to $350,000,000 aggregate principal amount of Registrants 6 3/8% unregistered Senior Notes, due 2022, issued August 16, 2012, both issued pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (together with the related guarantees, the Old Notes), in exchange for up to a like principal amount of Registrants 6 1/8% and 6 3/8% Senior Notes due 2019 and 2022, respectively, that have been registered under (the Securities Act (and, such notes, together with the related guarantees, the New Notes), pursuant to a Registration Statement on Form S-4 (SEC File No. 333-189087), in reliance on the staff of the Securities and Exchange Commissions position set forth in Exxon Capital Holdings Corp., SEC No-Action Letter (publicly available May 13, 1988), Morgan Stanley & Co. Inc., SEC No-Action Letter (publicly available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993).
In connection therewith, the Registrants represent as follows:
1. The Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes to be received in the Exchange Offer and, to the best of the Registrants information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business, is not engaged in, does not intend to engage in, and has no arrangement or understanding with any person to participate in the distribution of the New Notes to be received in the Exchange Offer.
2. In this regard, as fully stated in the prospectus included in the Registration Statement, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the New Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the staff position enunciated in Exxon Capital, Morgan Stanley or Shearman & Sterling, or similar letters and (ii) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.
3. The Registrants acknowledge that any such secondary resale transaction by such person participating in the Exchange Offer, for the purpose of distributing the New Notes, should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation
S-K under the Securities Act. The prospectus and the related letter of transmittal will clearly disclose such matters to the holders of the New Notes.
4. The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter, and if so, must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling, SEC No-Action Letter (publicly available July 2, 1993)) in connection with any resale of such New Notes.
5. The Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions:
(a) If the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the New Notes.
(b) If the exchange offeree is a broker-dealer holding Old 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 New Notes received in respect of such Old Notes pursuant to the Exchange Offer, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.
6. None of the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer participating in the Exchange Offer to distribute the New Notes.
If you should have any questions regarding this filing or the sufficiency of this letter, please contact Robert S. Walters of Barrett & McNagny LLP, Registrants legal counsel, at 260-423-8905 (email rsw@barrettlaw.com).
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Very truly yours, |
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Steel Dynamics, Inc. | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Executive Vice President and Chief Financial Officer |
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Date: June 28, 2013 |
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Steel Dynamics Sales North America, Inc. | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
President |
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Date: June 28, 2013 |
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New Millennium Building Systems, LLC | ||
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By: |
Steel Dynamics, Inc., its sole member | |
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Executive Vice President and Chief Financial Officer |
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Date: June 28, 2013 |
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Roanoke Electric Steel Corporation | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Vice President |
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Date: June 28, 2013 |
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New Millennium Building Systems, Inc. | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Secretary |
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Date: June 28, 2013 |
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Steel of West Virginia, Inc. | ||
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SWVA, Inc. | ||
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Marshall Steel, Inc. | ||
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Steel Ventures, Inc. | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Vice President |
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Date: June 28, 2013 |
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The Techs Industries, Inc. | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Vice President |
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Date: June 28, 2013 |
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OmniSource Corporation | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Vice President |
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Date: June 28, 2013 |
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Jackson Iron & Metal Company, Inc. | ||
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Vice President |
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Date: June 28, 2013 |
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OmniSource Transport, LLC | ||
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OmniSource Southeast, LLC | ||
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OmniSource Indianapolis, LLC | ||
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Superior Aluminum Alloys, LLC | ||
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OmniSource, LLC | ||
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By: |
OmniSource Corporation, sole member | |
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Vice President |
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Date: June 28, 2013 |
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Carolinas Recycling Group, LLC | ||
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By: |
OmniSource, LLC, sole member | |
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By: |
OmniSource Corporation, sole member | |
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By: |
/s/ THERESA E. WAGLER | |
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Name: |
Theresa E. Wagler |
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Title: |
Vice President |
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Date: June 28, 2013 |
cc: Robert S. Walters, Esq.
Barrett & McNagny LLP