United States securities and exchange commission logo
April 10, 2023
Scott Fisher
Partner
Steptoe & Johnson LLP
1114 Avenue of Americas
New York, New York 10036
Re: Sisecam Resources
LP
Schedule 13E-3 and
Schedule 13E-3/A filed February 27, 2023
Schedule 13E-3/A
filed April 6, 2023
SEC File No.
5-87613
PREM14C filed
February 27, 2023
SEC File No.
1-36062
Dear Scott Fisher:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms have the same meaning as in the information statement.
Schedule 13E-3/A filed April 6, 2023
General, page i
1. Please explain why the
following persons or entities have not been included as filers on
the Schedule 13E-3, or
revise to add them and to provide all of the information required to
satisfy the disclosure
requirements of Schedule 13E-3: (i) Mr. Turgay Ciner; (ii) Ciner
Enterprises; (iii)
Sisecam Chemicals USA; and (iv) Sisecam Chemicals Resources LLC.
2. The information
required by Items 7, 8 and 9 of Schedule 13E-3 must be prominently
disclosed in a "Special
Factors" section at the forepart of the disclosure document. See
Rule 13e-3(e)(1)(ii).
Please revise.
3. We note that you have
incorporated by reference the financial information included in the
Scott Fisher
FirstName LastNameScott
Steptoe & Johnson LLP Fisher
Comapany
April NameSteptoe & Johnson LLP
10, 2023
April 210, 2023 Page 2
Page
FirstName LastName
Company's Form 10-K for the 2022 fiscal year. Refer to Instruction 1
to Item 13 of
Schedule 13E-3. Revise the information statement disseminated to
shareholders to
include the summary financial information required by Item 1010(c) of
Regulation M-A.
Information Statement - Reasons for Recommending Approval of the Merger, page
25
4. Revise the last paragraph in this section on page 27 of the
information statement to clarify
that the preceding discussion discusses all material factors
considered by the Conflicts
Committee.
Recommendation of the GP Board, page 27
5. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
those normally
considered relevant in assessing the fairness of a going private
transaction. To the extent
one or more of those factors was considered but given little weight or
was not considered
by the GP Board, this may be an important element of the analysis. To
the extent the GP
Board seeks to rely on the analysis of another party, such analysis
must be expressly
adopted. Please revise to discuss how the GP Board considered each
listed factor, or to
explain why it did not.
6. See our comment above. Revise the last paragraph of this section on
page 29 to make
clear that the foregoing discussion includes all material factors
considered by the GP
Board.
Peer Group Trading Analysis, page 35
7. In the first paragraph of this section on page 35, revise to be more
specific about how
Evercore chose the peer group companies. Make the same revision on
page 36 as to the
precedent M&A transactions to which Evercore compared this
transaction.
Financial Advisor Discussion Materials Provided to SCR, page 40
8. Expand this section considerably to describe the materials provided to
SCR by BofA and
filed as exhibits to the amended Schedule 13E-3. See Item 1015 of
Regulation M-A.
Financing of the Merger, page 46
9. Item 1007(a) of Regulation M-A requires the filers to state the
specific sources of the
funds to be used to pay for the merger and the total amount of funds
needed. The
disclosure here is equivocal and does not satisfy this requirement.
See for example, the
following: "SCR may fund the transaction through capital contributions
from its parent
entities or through debt financing." (emphasis added) Please revise.
Ownership of the Partnership after the Merger, page 46
10. Expand this section to identify the entities or persons who control
SCR.
Scott Fisher
Steptoe & Johnson LLP
April 10, 2023
Page 3
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at (202) 551-3263.
FirstName LastNameScott Fisher Sincerely,
Comapany NameSteptoe & Johnson LLP
Division of
Corporation Finance
April 10, 2023 Page 3 Office of Mergers
& Acquisitions
FirstName LastName