SecProbe.io

July 6, 201 5

Via E -mail
Jeffrey Lang
Chief Executive  Officer
CECO Environmental Corp.
4625 Red Bank Road, Suite 200
Cincinnati, O H 45227

Re: CECO Environmental Corp.
Registration Statement on Form S -4
Form 10 -K for the Year Ended  December 31, 2014
Filed June 9, 2015
  File No. 333-204816

Dear Mr. Lang :

We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please supplementally provide us with copies of all board books and other materials
prepared by Jefferies and Stifel that were shared with the CECO and PMFG boards and
their representatives.

Cover Page

2. Please disclose the estimated value of the PMFG rest ricted stock units, options, and
restricted stock that will be settled in cash from the $66.2 million consideration to be paid
in cash.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 2

Summary, page 23

3. Please avoid repeating information in the Q&As and the Summary.  These sections
should fulfill dis tinct purposes.  Currently, we note disclosure on the following items in
both sections:
 details about the special meetings;
 what PMFG stockholders will receive in the transaction; and
 tax consequences of the transaction.

4. Please add a section describing the additional indebtedness that will results from this
transaction, including the amount of PMFG debt that will be assumed, the total
outstanding indebtedness of the combined company following the merger, and the total
amou nt of financing CECO needs to complete the transaction.

Opinion of CECO’s Financial Advisor, page 28

5. Please disclose here that CECO will pay Jeffries $3.25 million, including $2.75 million
payable contingent upon the closing of the first merger.

Intere sts of PMFG Directors and Executive Officers in the Mergers, page 30

6. Please quantify  the aggregate value of the benefits that the PMFG directors and executive
officers will receive as a result of their interests in the merger.  Please also discuss
financi al interests that CECO’s directors and executive officers will have in the merger, if
any.  We note the penultimate bullet point on page 36.

Risk Factors, page 38
The Mergers may not be accretive…, page 45

7. Please disclose the anticipated amount of accret ion per share.

The Mergers, page 81
Background of the Mergers, page 81

8. Please revise your disclosure throughout this section to include a materially complete
description of the discussions and/or negotiations relating the merger consideration,
particular ly the structure of the consideration.  For example, please elaborate on the
following:
 why the percentage of consideration payable in cash decreased from a high of 80% to
45%;
 why CECO insisted that outstanding PMFG equity awards be paid in cash;
 why CEC O originally proposed an asymmetrical collar that focused more on
protecting the upside potential of its stock; and

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 3

  why CECO was consistently willing to pay a high premium, even in an
“underperforming market.”
9. Please briefly discuss the strategic alternati ves, other than “a broader sale process” that
were discussed during the PMFG board meetings on March 10, 2014, March 26, 2014,
and January 16, 2015.  We note your disclosure on page 104 that the PMFG board
considered its standalone prospects.

10. Please elaborate on PMFG’s changes in personnel and operational initiatives, as well as
recent financial results, that contributed to CECO management’s preference to “devote its
efforts to pursuing a strategic transaction with PMFG” in early December 2014.

11. Pleas e identify the synergies and performance metrics that the CECO board discussed on
April 1, 2015.

CECO Board’s Reasons for the Mergers, page 92

12. Please elaborate, either here or in the Background section, on the items that supported
and detracted from the CECO board’s recommendation of the mergers.  The significance
of many of these items is unclear without additional context.   Please review the
disclosure throughout this section to provide the CECO board’s analysis of each factor
and clearly explain how e ach particular factor is positive or negative, as the current
disclosure is often conclusive in nature or unclear.  For example, and not by way of
limitation, it is unclear:
 what about PMFG’s financial condition, competitive position, and future prospects
supported the board’s decision to recommend the transaction;
 what were CECO’s standalone prospects, and how these compared to the transaction;
 what about the nature of the industries that CECO and PMFG operate supported the
board’s decision; and
 how the me rgers will diversify CECO’s revenue across new business lines and
geographies.

13. Please discuss the board’s consideration of the merger consideration, including the
composition and premium paid.  Please address how it determined that such
consideration wa s advisable, fair to, and in the best interests of CECO and its
stockholders.

Opinion of CECO’s Financial Advisor, page 94

14. We note that Jeffries and Stiffel each performed comparable companies analyses for
PMFG and CECO, as well as precedent transactions  analyses. Please revise the disclosure
in this section to provide the following:
 disclose whether any companies meeting this criteria were excluded from the analysis
and the reasons for doing so; and
 disclose the size of each transaction, or the range of each transaction in the precedent
transactions analysis.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 4

Certain PMFG and CECO Financial Projections, page 119

15. Please confirm that you have disclosed all of the material financial projections exchanged
between PMFG and CECO under this section, and revis e the proxy statement/prospectus,
if necessary, to disclose all material financial projections.

Summary of Certain Financial Projections Prepared by CECO and Provided to PMFG, page 122

16. In the Background section, please disclose when CECO provided unaudited financial
projections regarding its future operations for calendar years 2015 through 2019 to
PMFG.

Legal Proceedings Related to the Mergers, page 140

17. Please provide any material updates regarding the pending class action suits that are
challen ging the merger.

The Merger Agreement, page 143

18. We note that the representations and warranties of CECO and PMFG are qualified by
disclosure schedules. Please provide us supplementally with a list that briefly identifies
the contents of the disclosure sc hedules.  In addition, please file an agreement to furnish
the staff with a copy of any omitted schedule upon request. The agreement to furnish the
staff with copies of omitted schedules may be included in the exhibit index to the
registration statement.

Adjusted Unaudited PMFG Information…, page 54

19. Please revise your explanation of footnotes (4) and (6) to specifically address how you
derived your basic and diluted income per share amounts as well as the weighted average
number of common shares outstanding for the six months ended June 28, 2014 and the
twelve months ended December 27, 2014.

Unaudited Pro F orma Condensed Combined Financial Statements, page 173

Unaudited Pro Forma Condensed Combined Statement of Income, page 176

20. Please revise your disclosures to provide a reconciliation of your historical basic and
diluted net income (loss) per share to you r pro forma basic and diluted net income (loss)
per share for the year ended December 31, 2014 and for the period ended March 31,
2015.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 5

 21. In footnote (2) on page 176, you indicate that the share number was calculated based on
pro forma equity of $80,850 divided by the 15 day average share price of CECO common
stock at May 28, 2015.  Please revise your footnote to provide a more robust discus sion
of how these share amounts were calculated including but not limited to disclosing the
actual 15 -day average share price and disclosing the exchange ratio used to determine the
shares issued as merger consideration for the purchase of PMFG.  Please al so tell us why
you used the 15 -day average share price of CECO common stock at May 28, 2015 for
your calculation.

22. With regards to notes H and O on page 181, please explain how you determined the tax
rate used to calculate your adjustments.

Notes To Unaudited Pro Forma Condensed Combined Financial Information, page 178

2. Assets Acquired and Liabilities Assumed, page 179

23. We note  that you have subtracted historical noncontrolling interest from your book value
of net assets acquired to determine your adjusted book value of net tangible assets
acquired.  Please tell us what consideration you gave to measuring the non -controlling
interest in PMFG at its acquisition date fair value in accordance with ASC 805 -20-30-1.

Exhibits 99.3 and 99.4

24. Please ensure that the proxy card is marked is “preliminary” until the time that you file a
definitive proxy statement. See Rule 14a -6(b).

Exhibit 99.7

25. We note the statement “…nor is the Opinion to be filed with, included in or r eferred to, in
whole or in part in any registration statement (including any subsequent amendments to
the Registration Statement), proxy statement or any other document, except in
accordance with our prior written consent. ”  Please provide the basis for th e consent not
applying to amendments or confirm for us that a consent will be filed with each
amendment.

CECO Environmental Corp. Form 10 -K for the Year Ended  December 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
32

26. You indicate on page F -18 that your analysis of qualitative factors for four reporting units
with total goodwill of $105.4 mil lion as of December 31, 2014 led  to the conclusion that
is was not more like ly than not that the fair value for these reporting units exceeded the
carrying value.  In addition, you indicated that the aggregate excess of fair value of the
reporting units over their carrying value was not significant.  In order for investors to

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 6

 more  fully understand your assessment and to better assess the likelihood of impairment
charges in the future, please tell us and revise your critical accounting policies on page 50
or your footnote on page F -18 to address the following:
 Quantify and discuss t he most significant assumptions you used to estimate the fair
values of those reporting units where aggregate excess of fair value over carrying value
was not significant ;
 Provide sensitivity analyses that indicate  the potential impact of changes in signif icant
assumptions ; and
 Quantify and discuss the nature of any other material intangible assets or long -lived
assets related to those reporting units that may also be at risk for impairment .  Please also
provide sensitivity analyses, if applicable.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement 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 statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact Ernest Greene , Staff Accountant at 202 -551-3733  or Lisa Etheredge ,
Staff Accountant , at 202 -551-3424  if you have questions regarding comments on the  financial
statements and related matters.  Please conta ct David Korvin, Staff Attorney  at 202 -551-3236 or
Craig Slivka, Special Counsel  at 202 -551-3729 with any other questions.

Jeffrey Lang
CECO Environmental Corp.
July 6, 2015
Page 7

 Sincerely,

 /s/ Craig Slivk a, for

 Pamela Long
Assistant Director

cc: Via E-mail
Toby Merchant , Esq.
 Squire Patton Boggs (US) LLP