CORRESP 1 filename1.htm

 

CONFIDENTIAL
FOR COMMISSION USE ONLY

 

Armored AutoGroup Inc.
39 Old Ridgebury Road
Danbury, Connecticut 06810

 

May 31, 2012

 

VIA EDGAR

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:       Mr. Justin Dobbie

 

Re:                             Armored AutoGroup Inc.
Registration Statement on Form S-4

File No. 333-180736

 

Ladies and Gentlemen:

 

Reference is made to the Registration Statement on Form S-4 (File No. 333-180736), as amended (the “Registration Statement”), of Armored AutoGroup Inc. and the Additional Registrants listed on Schedule A thereto (collectively, the “Registrants”), registering the offer to exchange up to $275,000,000 aggregate principal amount of 9.25% Senior Notes due 2018 (together with the guarantees thereof, the “Exchange Notes”) for a like aggregate principal amount of 9.25%  Senior Notes due 2018 (together with the guarantees thereof, the “Old Notes”).

 

Please be advised that the Registrants are registering the exchange offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) 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).  In addition, the Registrants hereby represent that they have not entered into any arrangement or understanding with any person to distribute the Exchange 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 will be acquiring the Exchange Notes in its ordinary course of business and will not have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the exchange offer.  In this regard, the Registrants will make each person participating in the exchange offer aware, by means of the exchange offer prospectus and the related letter of

 


 

transmittal, that if such person is participating in the exchange offer for the purpose of distributing the Exchange Notes to be acquired in the exchange offer, such person (i) can not rely on the Staff position enunciated in Exxon Capital Holdings Corporation or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with a secondary resale transaction.  The Registrants acknowledge that such a secondary resale transaction by such person participating in the exchange offer for the purpose of distributing the Exchange 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 of 1933, as amended.

 

The Registrants represent that with respect to any broker-dealer that participates in the exchange offer with respect to Old Notes acquired for its own account as a result of market-making activities or trading activities each such broker-dealer must confirm that it has not 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 Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Old Notes pursuant to the exchange offer, may be a statutory underwriter and, in connection with any resale of such Exchange Notes, must deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, which may be the prospectus for the exchange offer so long as it contains a plan of distribution with respect to such resale transactions (such plan of distribution need not name the broker-dealer or disclose the amount of Exchange Notes held by the broker-dealer).  In addition, the Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the applicable exchange offer the following additional provision, in substantially the form set forth below:

 

“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, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act of 1933, as amended, in connection with any resale of Exchange Notes received in respect of such Old Notes pursuant to the exchange offer.”

 

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If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Jason K. Zachary of Kirkland & Ellis LLP, special counsel to the Registrants, at (212) 446-4844.

 

 

 

Sincerely,

 

 

 

ARMORED AUTOGROUP INC.

 

 

 

 

 

By:

/s/ J. Andrew Bolt

 

Name:

J. Andrew Bolt

 

Title:

Executive Vice President and Chief

 

 

Financial Officer

 

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THE ARMOR ALL/STP PRODUCTS COMPANY

 

STP PRODUCTS MANUFACTURING COMPANY

 

ARMORED AUTOGROUP SALES INC.

 

AA GROUP (U.S.) — A LLC

 

AA GROUP (U.S.) — B LLC

 

 

 

 

 

By:

/s/ J. Andrew Bolt

 

Name:

J. Andrew Bolt

 

Title:

Executive Vice President and Chief

 

 

Financial Officer

 

 

 

 

 

 

cc:

Jason K. Zachary

 

 

 

Kirkland & Ellis LLP

 

 

 

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