Exopack Holding Corp.
3070 Southport Road
Spartanburg, South Carolina 29302
October 15, 2010
VIA EDGAR AND FACSIMILE
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| | Registration Statement on Form S-4 |
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Exopack Holding Corp., Exopack, LLC, Exopack Advanced Coatings, LLC, Exopack-Thomasville, LLC, Exopack-Hebron, L.L.C., Exopack-Ontario, Inc., Exopack-Technology, LLC, Cello-Foil Holding Corp., Cello-Foil Products, Inc., Intelicoat Technologies Image Products Matthews LLC, TPG Group Holding Corp., TPG Enterprises, Inc. and TPG (US), Inc. (collectively, the “Registrants”), hereby request that the effective date of the above-captioned Registration Statement (the “Registration Statement”) be accelerated so that the Registration Statement, as then amended, will become effective by 4:00 p.m. Eastern time, on Tuesday, October 19, 2010, or as soon thereafter as practicable.
The Registrants hereby affirm that they are aware of their obligations under the Securities Act. In connection with the foregoing request, the Registrants further acknowledge that:
| • | | should the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), 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 Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | | the Registrants 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. |
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United States Securities and Exchange Commission
October 15, 2010
Page 2
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Company’s outside counsel, Reed W. Topham at (801) 578-6918, and then send written confirmation to the addressees listed on the cover of the Registration Statement.
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Very truly yours, |
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Exopack Holding Corp. |
Exopack, LLC |
Exopack Advanced Coatings, LLC |
Exopack-Thomasville, LLC |
Exopack-Hebron, L.L.C. |
Exopack-Ontario, Inc. |
Exopack-Technology, LLC |
Cello-Foil Holding Corp. |
Intelicoat Technologies Image Products Matthews LLC |
TPG Group Holding Corp. |
TPG Enterprises, Inc. |
TPG (US), Inc. |
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By: | | /s/ Jack E. Knott |
| | Jack E. Knott |
| | Chief Executive Officer |
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Cello-Foil Products, Inc. |
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By: | | /s/ John Thomas |
| | John Thomas |
| | Chief Executive Officer |