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- S-4 Registration of securities issued in business combination transactions
- 3.1 Wireco Worldgroup (Cayman) Inc. Amended and Restated Memorandum of Association
- 3.1 Wireco Worldgroup (Cayman) Inc. Amended and Restated Articles of Association
- 3.2 Wireco Worldgroup Inc. Certificate of Incorporation (As Amended)
- 3.2 Wireco Wordgroup Inc. Amended and Restated Bylaws (As Amended)
- 3.3 Wrca Us Holdings, Inc. Certificate of Incorporation (As Amended)
- 3.3 Wrca Us Holdings Inc. Bylaws (As Amended)
- 3.4 Wrca, LLC Certificate of Formation
- 3.4 Wrca, LLC Limited Liability Company Agreement
- 3.4 Wrca LLC Limited Liability Company Agreement Amendment
- 3.5 Wrca Distributor (Cayman) LTD. Amended and Restated Memorandum of Association
- 3.5 Wrca Distributor (Cayman) LTD. Amended and Restated Articles of Association
- 3.6 Wireco Worldgroup Sales (Cayman) LTD. Amended and Restated Memorandum of Assoc
- 3.6 Wireco Worldgroup Sales (Cayman) LTD. Amended and Restated Articles of Assoc
- 3.7 Wrca Finance (Luxembourg) S.a R.L. Constitution De Societe
- 3.8 Wrca (Luxembourg) Holdings S.a R.L. Constitution De Societe
- 3.9 Wrca (Luxembourg) S.a R.L. Constitution De Societe
- 3.10 Wrca Canadian Holdings Luxembourg S.a R.L. Constitution De Societe
- 3.11 1295728 Alberta Ulc Articles of Incorporation (As Amended)
- 3.11 1295728 Alberta Ulc By-law No. 1
- 3.12 Wireline Works Declaration of Partnership (As Amended)
- 3.12 Wireline Works Partnership Agreement
- 3.13 Phillystran Europe BV Articles of Association
- 3.14 Casar Drahtseilwerk Saar GMBH Articles of Association
- 3.15 Wrca Portugal Sociedade Unipessoal Lda Articles of Association
- 3.16 Wireco Worldgroup Portugal Holdings SGPS, S.a Articles of Association
- 3.17 Cabos & Lingas - Sociedade Portuguesa De Comercio, Limitada Articles of Assoc
- 3.18 Albino, Maia & Santos, Limitada Articles of Association
- 3.19 Manuel Rodrigues De Oliveira Sa & Filhos, S.a. Articles of Association
- 3.20 Oliveira Holland B.V. Articles of Association
- 4.1 Indenture Dated May 19, 2010
- 4.1 Form of Supplemental Indenture
- 4.1 Guarantee Dated May 19, 2010
- 4.1 Form of Outstanding 9.5% Senior Note Due 2017 (Outstanding Notes)
- 4.1 Form of Registered 9.5% Senior Note Due 2017 (Exchange Notes)
- 10.1 Ira Glazer Employment Term Sheet
- 10.2 Eric Bruder Employment Term Sheet
- 10.3 J. Keith Mckinnish Employment Term Sheet
- 10.4 James Tibbetts Employment Term Sheet
- 10.5 Shareholders Agreement
- 10.6 Shareholders Agreement
- 10.7 Stockholders Agreement
- 10.8 Management Ebitda Bonus Plan
- 10.9 Wireco Worldgroup Limited 2007 Long Term Incentive Plan (As Amended)
- 10.9 Form of Non Qualified Stock Option Agreement - Time Vesting
- 10.9 Form of Non Qualified Stock Option Agreement - Performance Vesting
- 10.10 Amended and Restated Term Loan Credit Agreement
- 10.10 Term Loan Guarantee Agreement As Amended and Restated
- 10.10 Term Loan Us Pledge Agreement (Including Form of Supplement)
- 10.10 First Amendment to Term Loan Us Pledge Agreement
- 10.10 Term Loan Us Security Agreement
- 10.10 First Amendment to Term Loan Us Security Agreement
- 10.11 Amended and Restated Abl Loan and Security Agreement
- 10.11 Abl Us Pledge Agreement (Including Form of Supplement)
- 10.11 Abl Guarantee Agreement (Including Form of Supplement)
- 10.11 Amended and Restated Intercreditor Agreement
- 10.11 Agency Assignment Agreement
- 10.12 Share Purchase Agreement
- 10.13 Purchase Agreement for 9.5% Senior Notes
- 10.13 Exchange and Registration Rights Agreement
- 10.13 Purchase Agreement for 9.5% Senior Notes
- 10.13 Exchange and Registration Rights Agreement
- 10.14 Preliminary Share Purchase Agreement
- 10.15 Equity Joint Venture Contract
- 10.15 Amendment to the Equity Joint Venture Contract
- 10.15 Capital Increase Agreement
- 12 Statement of Computation of Ratio of Earnings to Fixed Charges
- 14 Wrca U.S. Holdings Inc. Code of Business Conduct and Ethics
- 21 List of Subsidiaries
- 23.1 Consent of KPMG LLP
- 23.2 Consent of KPMG & Associados, Sroc, S.a.
- 23.3 Consent of KPMG
- 25 Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- COVER Cover
- CORRESP Corresp
- 30 Jan 12 Registration of securities issued in business combination transactions (amended)
- 9 Dec 11 Registration of securities issued in business combination transactions (amended)
- 18 Nov 11 Registration of securities issued in business combination transactions (amended)
- 15 Jun 11 Registration of securities issued in business combination transactions
Jeffrey T. Haughey
Partner
4801 Main Street, Suite 1000
Kansas City, MO 64112
Direct: 816.983.8146
Fax: 816.983.8080
jeff.haughey@huschblackwell.com
June 14, 2011
VIA EDGAR
Securities and Exchange Commission
100 F. Street, NE
Washington, DC 20549
Re: | WireCo WorldGroup Inc. (the “Company”) |
Ladies and Gentlemen:
On behalf of the Company we hereby forward for filing, via EDGAR, the Registration Statement on Form S-4 relating to the offer by the Company to exchange $275,000,000 aggregate principal amount of its 9.5% senior notes due 2017 which are to be registered under the Securities Act of 1933 (the “new notes”), for any and all of its outstanding 9.5% senior notes due 2017 (the “old notes”).
The Company is registering the exchange offer in reliance on the position of the Staff enunciated in Exxon Capital Holdings Corporation (publicly available May 13, 1988), Morgan Stanley and Co., Incorporated (publicly available June 5, 1991) and Shearman & Sterling (publicly available July 2, 1993). The Company has provided a supplemental letter to the Commission, filed as correspondence to the registration statement, representing that the Company has not entered into any arrangement or understanding with any person to distribute the new notes to be received in the exchange offer and that, to the best of the Company’s information and belief, each holder participating in the exchange offer is acquiring the new notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the new notes to be received in the exchange offer.
Please note that the Company and the Securities and Exchange Commission Staff (the “Staff”) agreed in previous communications, consisting of a Request for Interpretation dated February 18, 2011, a phone call between the Company’s legal counsel and the Staff on February 25, 2011 and a follow-up letter from the Company’s legal counsel on March 1, 2011, that was supplemented by an email on March 14, 2011, that the Staff will review the Form S-4 despite the open issue regarding Rule 3-10(d) of Regulation S-X. The Company has provided an undertaking in the
Securities and Exchange Commission
June 14, 2011
Page 2
supplemental letter referenced above, that it will not request effectiveness of the Registration Statement on Form S-4 until the ownership arrangement required to satisfy Rule 3-10(d) of Regulation S-X is satisfied (or abandoned, in which case the financial statements presented in the Registration Statement will be substantially enhanced). Should you want copies of this correspondence, we would be happy to provide them to you upon your request.
Please also note that none of the applicable significance tests exceed 20% by the target in the proposed acquisition of “Drumet,” which is described in the Registration Statement. Accordingly, no pro forma financial will be required in connection with this acquisition.
Please direct any and all comments or questions with respect to this filing to me at (816) 983-8146.
Sincerely, |
/s/ Jeffrey T. Haughey |
Jeffrey T. Haughey |
JTH