0001193125-22-285904.txt : 20230104 0001193125-22-285904.hdr.sgml : 20230104 20221115175603 ACCESSION NUMBER: 0001193125-22-285904 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN Americas LLC CENTRAL INDEX KEY: 0001520305 IRS NUMBER: 231526444 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: (215) 698-5100 MAIL ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEH Real Estate Holdings LLC CENTRAL INDEX KEY: 0001953903 IRS NUMBER: 464557904 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 215-698-5100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN BEVERAGE PACKAGING, LLC CENTRAL INDEX KEY: 0001233809 IRS NUMBER: 132853410 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: (215) 698-5100 MAIL ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FORMER COMPANY: FORMER CONFORMED NAME: CROWN BEVERAGE PACKAGING INC DATE OF NAME CHANGE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CONSULTANTS INC CENTRAL INDEX KEY: 0001233811 IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO DE LLC CENTRAL INDEX KEY: 0001233813 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN Cork & Seal USA, Inc. CENTRAL INDEX KEY: 0001233815 IRS NUMBER: 232869494 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215.698.5100 MAIL ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FORMER COMPANY: FORMER CONFORMED NAME: CROWN CORK & SEAL CO USA INC DATE OF NAME CHANGE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN Packaging Technology, Inc. CENTRAL INDEX KEY: 0001233816 IRS NUMBER: 522006645 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215.698.5100 MAIL ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FORMER COMPANY: FORMER CONFORMED NAME: CROWN CORK & SEAL TECHNOLOGIES CORP DATE OF NAME CHANGE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN Beverage Packaging Puerto Rico, Inc. CENTRAL INDEX KEY: 0001233817 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215.698.5100 MAIL ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FORMER COMPANY: FORMER CONFORMED NAME: CROWN CORK DE PUERTO RICO INC DATE OF NAME CHANGE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN FINANCIAL CORP CENTRAL INDEX KEY: 0001233818 IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0001233823 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOREIGN MANUFACTURERS FINANCE CORP CENTRAL INDEX KEY: 0001233829 IRS NUMBER: 510099971 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215.698.5100 MAIL ADDRESS: STREET 1: CROWN HOLDINGS STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FORMER COMPANY: FORMER CONFORMED NAME: FOREIGH MANUFACTURERS FINANCE CORP DATE OF NAME CHANGE: 20030516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CR USA, Inc. CENTRAL INDEX KEY: 0001234318 IRS NUMBER: 232162641 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: C/O CROWN HOLDINGS INC STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215.698.5100 MAIL ADDRESS: STREET 1: C/O CROWN HOLDINGS INC STREET 2: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 FORMER COMPANY: FORMER CONFORMED NAME: CROWN Risdon USA, Inc. DATE OF NAME CHANGE: 20041206 FORMER COMPANY: FORMER CONFORMED NAME: RISDON AMS USA INC DATE OF NAME CHANGE: 20030520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Signode Industrial Group Holdings US Inc. CENTRAL INDEX KEY: 0001758325 IRS NUMBER: 465152404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3650 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026 BUSINESS PHONE: 2156985100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Signode US IP Holdings LLC CENTRAL INDEX KEY: 0001758396 IRS NUMBER: 465417288 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3650 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026 BUSINESS PHONE: 2156985100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Signode Pickling Holding LLC CENTRAL INDEX KEY: 0001758397 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3650 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026 BUSINESS PHONE: 2156985100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Signode International IP Holdings LLC CENTRAL INDEX KEY: 0001758398 IRS NUMBER: 320453191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3650 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026 BUSINESS PHONE: 2156985100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Signode Industrial Group US Inc. CENTRAL INDEX KEY: 0001758399 IRS NUMBER: 465152538 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3650 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026 BUSINESS PHONE: 2156985100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Signode Industrial Group LLC CENTRAL INDEX KEY: 0001758400 IRS NUMBER: 800935607 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 3650 WEST LAKE AVENUE CITY: GLENVIEW STATE: IL ZIP: 60026 BUSINESS PHONE: 2156985100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Crown Beverage Holdings, Inc. CENTRAL INDEX KEY: 0001953745 IRS NUMBER: 871855354 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 215-698-5100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FORMER COMPANY: FORMER CONFORMED NAME: Crown Beverage Holdings, LLC DATE OF NAME CHANGE: 20221107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SE International Holdings II LLC CENTRAL INDEX KEY: 0001953772 IRS NUMBER: 861304089 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 215-698-5100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Simplimatic Engineering Holdings, LLC CENTRAL INDEX KEY: 0001953849 IRS NUMBER: 341933983 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 215-698-5100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Simplimatic Automation LLC CENTRAL INDEX KEY: 0001953883 IRS NUMBER: 274464512 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 215-698-5100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SE International Holdings LLC CENTRAL INDEX KEY: 0001953899 IRS NUMBER: 861198810 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 215-698-5100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO INC CENTRAL INDEX KEY: 0000025890 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 231526444 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 2156985100 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN HOLDINGS INC CENTRAL INDEX KEY: 0001219601 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 753099507 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 2156985100 MAIL ADDRESS: STREET 1: 770 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 CORRESP 1 filename1.htm CORRESP

CROWN AMERICAS LLC

c/o Crown Holdings, Inc.

770 Township Line Road

Yardley, PA 19067 USA

Telephone: (215) 698-5100

November 15, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Filing Desk

CROWN Americas LLC

Registration Statement on Form S-4

(File No. 333-268350)

Ladies and Gentlemen:

This letter is provided in connection with the Registration Statement on Form S-4, File No. 333-268350 (the “Registration Statement”), of CROWN Americas LLC, a Pennsylvania limited liability company (the “Issuer”), Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), and the guarantors listed on Schedule A hereto (together with Crown Holdings, the “Guarantors”). Upon the effectiveness of the Registration Statement, the Issuer and the Guarantors propose to offer to exchange an aggregate principal amount of up to $500,000,000 of the Issuer’s 5.250% Senior Notes due 2030 (the “Exchange Notes”) and the guarantees thereof by the Guarantors, for a like aggregate principal amount of the Issuer’s outstanding 5.250% Senior Notes due 2030 (the “Initial Notes”) and the guarantees thereof by the Guarantors, upon the terms and subject to the conditions set forth in the exchange offer prospectus contained in the Registration Statement.

The Issuers are registering the exchange offer in reliance on the staff’s position enunciated in Exxon Capital Holdings Corp. (avail. May 13, 1988) (the “Exxon Capital Letter”). Please be advised that the Issuer has 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 Issuer’s information and belief, each person participating in the exchange offer is acquiring the Exchange Notes in its ordinary course of business and 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 Exchange Notes. In this regard, the Issuer will make each person participating in the exchange offer aware that if such person is participating in the exchange offer for the

purpose of distributing the Exchange Notes, such person (i) could not rely on the staff position enunciated in the Exxon Capital Letter or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction, and must be identified as an underwriter in the prospectus. The Issuer acknowledges 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 security holder information required by Item 507 of Regulation S-K.

In addition, the Issuer will (i) make each person participating in the exchange offer aware (through the exchange offer prospectus) that any broker-dealer who holds Initial 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 Initial 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 such Exchange Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the exchange offer provisions to the following effect:

If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the Issuer or an affiliate of the Issuer to distribute the Exchange Notes and (2) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale or transfer of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Very truly yours,
CROWN AMERICAS LLC
By:   /s/ David A. Beaver
  Name: David A. Beaver
  Title: Vice President and Treasurer

Schedule A

Guarantors

 

Crown Holdings, Inc.
CROWN Beverage Packaging Puerto Rico, Inc.
Crown Consultants, Inc.
Crown Cork & Seal Company (DE), LLC
Crown Cork & Seal Company, Inc.
Crown Financial Corporation
Crown International Holdings, Inc.
CROWN Packaging Technology, Inc.
Foreign Manufacturers Finance Corporation
CROWN Cork & Seal USA, Inc.
CR USA, Inc.
Crown Beverage Packaging, LLC
Crown Beverage Holdings, Inc.
Signode Industrial Group LLC
Signode Pickling Holding LLC
Signode US IP Holdings LLC
Signode Industrial Group US Inc.
Signode Industrial Group Holdings US Inc.
Signode International IP Holdings LLC
Simplimatic Engineering Holdings, LLC
Simplimatic Automation LLC
SEH Real Estate Holdings LLC
SE International Holdings LLC
SE International Holdings II LLC