0001193125-13-231219.txt : 20131112 0001193125-13-231219.hdr.sgml : 20131111 20130522142423 ACCESSION NUMBER: 0001193125-13-231219 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Constellium N.V. CENTRAL INDEX KEY: 0001563411 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW BUSINESS PHONE: 31-20-654-97-80 MAIL ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW FORMER COMPANY: FORMER CONFORMED NAME: Constellium Holdco B.V. DATE OF NAME CHANGE: 20121130 CORRESP 1 filename1.htm CORRESP

Constellium N.V.

Tupolevlaan 41-61

1119 NW Schiphol-Rijk

The Netherlands

May 22, 2013

VIA EDGAR

Ms. Pamela A. Long

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

 

  Re: Constellium N.V.

Registration Statement on Form F-1

File No. 333-188556

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Constellium N.V. (the “Registrant”) hereby requests that the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-188556) be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 5:00 p.m. EST on May 22, 2013, or as soon as possible thereafter.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the following:

 

   

should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

   

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

   

the Registrant may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.


Please contact Andrew J. Nussbaum at (212) 403-1269 or Karessa L. Cain at (212) 403-1128 of Wachtell, Lipton, Rosen & Katz with any questions you may have concerning this request, and please notify either of them when this request for acceleration has been granted.

 

Very truly yours,
Constellium N.V.
By:  

/s/ Jeremy Leach

Name:   Jeremy Leach
Title:   Vice President and Group General Counsel

 

cc:    Wachtell, Lipton, Rosen & Katz
   Andrew J. Nussbaum
   Karessa L. Cain


May 22, 2013

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:    Constellium N.V.
   Registration Statement No. 333-188556 on Form F-1

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise you that we, as representatives of the underwriters, hereby join with Constellium N.V.’s request for acceleration of the effective date of the above-captioned registration statement to 5:00 p.m. Eastern Time, on Wednesday, May 22, 2013 or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of Constellium N.V.’s preliminary prospectus, dated May 13, 2013, through the date hereof:

8,800 hard copies to prospective underwriters, institutional investors, dealers and others.

We, the undersigned, as representatives of the several underwriters, have complied and will continue to comply, and we have been informed by the participating underwriters that they have complied and will continue to comply, with the provisions of Rule 15c2-8 of the Securities Exchange Act of 1934.

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Sincerely,

GOLDMAN, SACHS & CO.

DEUTSCHE BANK SECURITIES INC.

J.P. MORGAN SECURITIES LLC
On behalf of themselves and as representatives of the several underwriters
By:   GOLDMAN, SACHS & CO.
By:  

/s/ Goldman, Sachs & Co.

Name:   Charles Park
Title:   Managing Director
By:   DEUTSCHE BANK SECURITIES INC.
By:  

/s/ Frank Windels

Name:   Frank Windels
Title:   Managing Director
By:  

/s/ Benjamin K. Marsh

Name:   Benjamin K. Marsh
Title:   Director
By:   J.P. MORGAN SECURITIES LLC
By:  

/s/ Bell Contente

Name:   Bell Contente
Title:   Managing Director