NEW YORK 601 Lexington Avenue 31st Floor New York, NY 10022 | ||||||||
T | + | 1 212 277 4004 | ||||||
F | + | 1 646 521 5604 | ||||||
W | www.freshfields.com | |||||||
DOC ID | US2945915 | |||||||
OUR REF | MAL | |||||||
CLIENT-MATTER NO. | 169800-0001 |
April 17, 2018
VIA EDGAR AND HAND DELIVERY
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: | John Reynolds, Ruairi Regan and Brigitte Lippmann, |
Office of Beverages, Apparel and Mining |
Re: | Unimin Corporation |
Registration Statement on FormS-4 |
Filed on April 11, 2018 |
FileNo. 333-224228 |
Dear Mr. Reynolds, Mr. Regan and Ms. Lippmann:
On behalf of our client, Unimin Corporation (theCompany), we hereby file with the Securities and Exchange Commission (theCommission) amendment no. 1 to the Company’s Registration Statement on FormS-4 (theAmended Registration Statement). The Amended Registration Statement is marked to show changes from the Company’s registration statement on FormS-4 (theRegistration Statement), which was filed with the Commission on April 11, 2018.
The changes reflected in the Amended Registration Statement include those made in response to the comment of the staff (theStaff) of the Commission set forth in the Staff’s letter of April 16, 2018 (theComment Letter). The Amended Registration Statement also includes other changes that are intended to update, clarify and render more complete the information contained therein.
The numbered responses that follow relate to the questions set forth in the Comment Letter, which are reproduced below in bold print. The responses follow each reproduced comment.
* * * * *
The Freshfields Bruckhaus Deringer US LLP partners include members of the Bars of the State of New York and the District of Columbia, Solicitors of the Supreme Court of England and Wales and Rechtsanwälte of Germany
Exhibit 8.2
1. | Please revise clause (ii) in the fifth paragraph to state that the conclusions set forth under the caption “Material United States Federal Income Tax Consequences of the Transaction” in the registration statement is the opinion of Jones Day. |
In response to the Staff’s comment, Jones Day has provided an updated opinion which is filed as Exhibit 8.2 to the Amended Registration Statement.
* * * * *
If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact the undersigned at (212)277-4004 or Michael.Levitt@freshfields.com.
Sincerely, |
/s/ Michael A. Levitt |
Michael A. Levitt |
cc: | Raj Rajan |
Rufus Decker |
John Coleman |
(Securities and Exchange Commission) |
Jean-Luc Deleersnyder |
Kurt Decat |
(SCR-Sibelco NV) |
Campbell J. Jones |
Andrew D. Eich |
(Unimin Corporation) |
Jenniffer D. Deckard |
Michael F. Biehl |
(Fairmount Santrol Holdings Inc.) |
Peter D. Lyons, Esq. |
Omar Pringle, Esq. |
Aly El Hamamsy, Esq. |
(Freshfields Bruckhaus Deringer US LLP) |
James P. Dougherty, Esq. |
Benjamin L. Stulberg, Esq. |
Michael J. Solecki, Esq. |
Andrew C. Thomas, Esq. |
(Jones Day) |
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