Headwaters Incorporated
10653 South River Front Parkway
Suite 300
South Jordan, UT 84095
May 31, 2012
BY EDGAR SYSTEM
United States Securities and Exchange Commission | |
Washington, D.C. 20549 | |
Attention: | Pamela A. Long, Assistant Director |
| Ms. Jessica Dickerson, Staff Attorney |
| Mr. Craig Slivka, Special Counsel |
RE: Headwaters Incorporated
Form T-3
Filed May 4, 2012
File No. 022-28972
Request for acceleration of effectiveness
Ladies and Gentlemen:
Headwaters Incorporated (the “Company”) hereby requests that the effective date of qualification of the above-captioned Form T-3 (the “Form T-3”), be accelerated to 4:00 P.M., Eastern Time, on Monday, June 4, 2012, or as soon thereafter as may be practicable.
The Company acknowledges that:
· Should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “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 Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· The Company may not assert Staff comments and 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.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the offering of the securities covered by the Form T-3.
| Very truly yours, | ||
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| HEADWATERS INCORPORATED | ||
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| By: | /s/ D. Kerry Stubbs | |
| Title: | Vice President of Financial Reporting | |
cc: Linda C. Williams, Esq., Pillsbury Winthrop Shaw Pittman LLP
Harlan M. Hatfield, General Counsel
