SEC Comment Letter for AMERICAN VANGUARD (AVD) — May 31, 2022
AMERICAN VANGUARD CORP
Date: May 31, 2022 · CIK: 0000005981 · Accession: 0000000000-22-005893
AI Filing Summary & Sentiment
File numbers found in text: 001-13795
Letter
United States securities and exchange commission logo May 31, 2022 Peter D. Fetzer Partner Foley & Larder LLP 777 East Wisconsin Avenue Suite 3800 Milwaukee, WI 53202 Re:American Vanguard Corp. Definitive Additional Soliciting Materials filed by Cruiser Capital Advisors, LLC, et al. Filed May 25, 2022 File No. 001-13795 Dear Mr. Fetzer: We have reviewed your filing and have the following comment. Definitive Additional Soliciting Materials Letter to Stockholders, page 2 1.We note you state that the company's shares "can be worth between $55-$60 per share by 2025." The inclusion of valuations in soliciting materials is only appropriate and consonant with Rule 14a-9 when made in good faith and on a reasonable basis and where accompanied by disclosure which facilitates shareholders’ understanding of the basis for and the limitations on the projected realizable values. See Exchange Act Release No. 16833 (May 23, 1980). Please provide us with your analysis supporting your valuation of the company's shares and confirm that in future filings in which you provide a valuation you will include a similar analysis.
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNamePeter D. Fetzer Comapany NameFoley & Larder LLP May 31, 2022 Page 2 FirstName LastName Peter D. Fetzer Foley & Larder LLP May 31, 2022 Page 2 Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
May 31, 2022
Peter D. Fetzer
Partner
Foley & Larder LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, WI 53202
Re:American Vanguard Corp.
Definitive Additional Soliciting Materials filed by Cruiser Capital Advisors,
LLC, et al.
Filed May 25, 2022
File No. 001-13795
Dear Mr. Fetzer:
We have reviewed your filing and have the following comment.
Definitive Additional Soliciting Materials
Letter to Stockholders, page 2
1.We note you state that the company's shares "can be worth between $55-$60 per share by
2025." The inclusion of valuations in soliciting materials is only appropriate and
consonant with Rule 14a-9 when made in good faith and on a reasonable basis and where
accompanied by disclosure which facilitates shareholders’ understanding of the basis for
and the limitations on the projected realizable values. See Exchange Act Release No.
16833 (May 23, 1980). Please provide us with your analysis supporting your valuation of
the company's shares and confirm that in future filings in which you provide a valuation
you will include a similar analysis.
Please direct any questions to Daniel Duchovny at 202-551-3619.
FirstName LastNamePeter D. Fetzer
Comapany NameFoley & Larder LLP
May 31, 2022 Page 2
FirstName LastName
Peter D. Fetzer
Foley & Larder LLP
May 31, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions