UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
September 28, 2006
via U.S. mail and facsimile
Mr. Vincent J. Gallant
Vice President, Corporate
Zone 3, Acheson Industrial Area
2-53016 Highway 60
Acheson, Alberta T7X 5A7
Re: NACG Holdings Inc.
Amendment No. 1 to Form F-1
Filed September 7, 2006
File No. 333-135943
North American Energy Partners, Inc.
Form 20-F, as amended
Filed November 23, 2005
File No. 333-111356
Dear Mr. Gallant:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
We note that you have filed a separate confidential treatment
request for certain information contained in exhibit 10.12 to the
F-
1. We will respond to your request in a separate communication.
Form F-1
General
1. We note your response to our prior comment 3 and re-issue it.
We
will need time to review all new disclosure, including the
identification of the selling shareholders, any artwork or
graphics
and the intended price range. Similarly, we will need time to
review
all omitted exhibits, including the opinions of counsel, 2004
Share
Option Agreement, employment agreements and underwriting
agreement.
You can expedite the review process by providing all this
information
and by filing all such documents promptly.
We note your response in regard to the Acquisition Agreement with
Noramac, the Voting and Corporate Governance Agreement, and the
Advisory Services Agreement. In regard to the Acquisition
Agreement
with Noramac, we believe that it is required to be filed under
Item
601(2) of Regulation S-K. In regard to the Voting and Corporate
Governance Agreement and the Advisory Services Agreement, since
they
are with related parties we believe that these contracts are
required
to be filed under Item 601(10) of Regulation S-K. Accordingly,
we
renew our request that you file each of these agreements as
exhibits.
2. We note your response to our prior comment 5. Please place
this
disclosure in the prospectus, as required by Item 5A of Form F-1.
3. We note your response to our prior comment 7 and understand
that
you will update the information in the capitalization table at the
appropriate time.
4. We note your response to our prior comment 9 in regard to the
disclosure of material contracts required by Item 10.C of Form 20-
F.
Please add a section heading to the prospectus for "Material
Contracts" and refer the reader to those sections of the
prospectus
where these contracts are discussed.
Prospectus Summary, page 1
5. We note your response to our prior comment 11 and reissue it in
part. The discussion under the subsection "Our Company" in the
summary section repeats the discussion in the Business section
under
"Our Company." In addition the remaining disclosure in the
summary
section under "Our Competitive Strengths," "Our Strategy," and
"Our
Markets" is similar to the disclosure in the beginning of the
Business section. Please refer to the Instruction to Item 503(a)
of
Regulation
S-K and identify those aspects of the offering that are most
significant and highlight them in clear, plain language.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 47
General
6. We note your response to our prior comment 24, and reissue it.
The purpose of the risk factor discussion is to identify factors
that
make the offering speculative or risky. Conversely, a discussion
of
any known trends, uncertainties, demands, commitments or events
should contemplate both positive and negative items that are
reasonably likely to have a material effect on the company`s net
sales or revenues, income from continuing operations,
profitability,
liquidity or capital resources or that would cause reported
financial
information not necessarily to be indicative of future operating
results or financial condition. Please also refer to Section
501.12.b.3 and .4 of the Financial Reporting Codification.
Restatements
Misstatements Due to Internal Control Deficiencies, page 48
7. We note the discussion on page 55 in the amended Form 20-F
filed
by North American Energy Partners in regard to the auditors
identifying a number of significant weaknesses in regard to your
financial reporting processes and internal controls in connection
with the 2006 audit. Please provide this information in the F-1.
Related Party Transactions
Voting and Corporate Governance Agreement
Termination, page 99
8. We note your response to our prior comment 35 and understand
that
you will update the disclosure in regard to the type of
information
deliverable to the sponsors in a future amendment.
Principal and Selling Shareholders, page 102
9. We note your response to our prior comment 37 and understand
that
you will provide a description of any material relationships that
the
selling shareholders have, or have had with you in a future
amendment.
Underwriting, page 121
10. We note your response to our prior comment 40. Please state
your
response in the prospectus.
Form 20-F of North American Energy Partners Inc.
Controls and Procedures, page 55
11. We re-issue our prior comment 45 in part. We note the
identification of the procedures that have been put in place since
the spring of 2005 to address the control deficiencies. However,
you state that North American Energy Partners` President and Vice
President-Finance concluded that "...the design of our disclosure
controls and procedures are effective in all material respects to
provide reasonable assurance that information required to be
disclosed in the reports we file and submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized, and
reported
as and when required." Please revise the disclosure to state, if
true, that such officers have concluded that the disclosure
controls
and procedures are effective (as opposed to effective in all
material
respects) as of the end of the reporting period.
12. We note the disclosure in regard to the auditors identifying a
number of significant weaknesses in regard to the financial
reporting
processes and internal controls in connection with the 2006 audit.
Please state the weaknesses that were identified. Please also
provide this information in the MD&A section of the F-1.
13. We note the statement that there were no changes to the
internal
controls over financial reporting during the fiscal year ended
March
31, 2006. Please revise to refer to the fiscal year ended March
31,
2005.
Closing Comments
Please cause North American Energy Partners to amend its
Form
20-F within 10 business days of the date of this letter, or else
tell
us when it will be amended. As appropriate, please amend your
registration statement in response to these comments. You may
wish
to provide us with marked copies of the amendment to expedite our
review. Please furnish a cover letter with your amendment that
keys
your responses to our comments and provides any requested
information. Detailed cover letters greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statements, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or 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.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filings or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statements as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statements.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statements. Please
allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Sandy Eisen at 202-551-3864, or in her
absence,
April Sifford at 202-551- 3684 if you have questions regarding
comments on the financial statements and related matters. Please
contact Donna Levy at (202) 551-3292, or in her absence, me, at
(202)
551-3685 with any other questions.
Sincerely,
Tangela Richter
Branch Chief
cc: Gary Orloff, Esq.
S. Eisen
D. Levy
Mr. Vincent J. Gallant
NACG Holdings Inc.
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