SEC Comment Letter for ECOLAB INC. (ECL) (CIK 0000031462) (ECL) — Oct 24, 2011
ECOLAB INC. (ECL) (CIK 0000031462)
Date: Oct. 24, 2011 · CIK: 0000031462 · Accession: 0000000000-11-062145
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-176601
Referenced dates: October 19, 2011, September 27, 2011
Letter
October 24, 2011 Via E-mail James J. Seifert, Esq. General Counsel and Secretary Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 Re: Ecolab Inc. Amendment No. 2 to Registrati on Statement on Form S-4 Filed October 21, 2011 File No. 333-176601
Dear Mr. Seifert:
We have reviewed your response letter a nd the above-referenced filing, and have the following comments. Amendment No. 2 to Form S-4
Opinion of Nalco’s Financial Advisor, page 103 Opinion of Goldman Sachs, page C-1
1. We note your revised disclosure in response to comment 11 of our letter dated October 19, 2011, specifically, the revision to the disc losure contained in the second full paragraph on page 104 that “Goldman Sachs did not assume any responsibility for any such information.” We continue to object to disclosure indicating that Goldman Sachs is not responsible for the statements made in th e document relating to the information from which it derived its fairness opinion. In additi on, given that the revise d language deviates from the related language on page C-2, pleas e explain why you believe the revision is consistent with and adequately reflects the scope and/or meaning of the analogous language in Annex C. In responding, pleas e also provide us with a copy of the engagement letter between Goldman Sachs and the Nalco board. In the alternative, we will not object to revisions consistent with our comments on this topic in our letters dated September 27, 2011 and October 19, 2011, respectively.
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copi es 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 cove r letters greatly facilita te our review. Please
James J. Seifert, Esq. Ecolab Inc. October 24, 2011 Page 2
understand that we may have additional comm ents after reviewing your amendment and responses to our comments. You may contact Tracey McKoy, Staff Accountant, at 202-5 51-3772, or Al Pavot, Staff Accountant, at 202-551-3738 if you have questio ns regarding comments on the financial statements and related matters. Please contac t Erin Jaskot, Staff Attorney, at 202-551-3442, or me at 202-551-3397 with any other questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Craig A. Roeder, Esq. ( via E-mail ) Baker & McKenzie LLP Steve Landsman, Esq. ( via E-mail ) Nalco Holding Company Scott Barshay, Esq. ( via E-mail ) Cravath, Swaine & Moore LLP
Show Raw Text
October 24, 2011 Via E-mail James J. Seifert, Esq. General Counsel and Secretary Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102 Re: Ecolab Inc. Amendment No. 2 to Registrati on Statement on Form S-4 Filed October 21, 2011 File No. 333-176601 Dear Mr. Seifert: We have reviewed your response letter a nd the above-referenced filing, and have the following comments. Amendment No. 2 to Form S-4 Opinion of Nalco’s Financial Advisor, page 103 Opinion of Goldman Sachs, page C-1 1. We note your revised disclosure in response to comment 11 of our letter dated October 19, 2011, specifically, the revision to the disc losure contained in the second full paragraph on page 104 that “Goldman Sachs did not assume any responsibility for any such information.” We continue to object to disclosure indicating that Goldman Sachs is not responsible for the statements made in th e document relating to the information from which it derived its fairness opinion. In additi on, given that the revise d language deviates from the related language on page C-2, pleas e explain why you believe the revision is consistent with and adequately reflects the scope and/or meaning of the analogous language in Annex C. In responding, pleas e also provide us with a copy of the engagement letter between Goldman Sachs and the Nalco board. In the alternative, we will not object to revisions consistent with our comments on this topic in our letters dated September 27, 2011 and October 19, 2011, respectively. As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copi es 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 cove r letters greatly facilita te our review. Please James J. Seifert, Esq. Ecolab Inc. October 24, 2011 Page 2 understand that we may have additional comm ents after reviewing your amendment and responses to our comments. You may contact Tracey McKoy, Staff Accountant, at 202-5 51-3772, or Al Pavot, Staff Accountant, at 202-551-3738 if you have questio ns regarding comments on the financial statements and related matters. Please contac t Erin Jaskot, Staff Attorney, at 202-551-3442, or me at 202-551-3397 with any other questions. Sincerely, /s/ Jay Ingram Jay Ingram Legal Branch Chief cc: Craig A. Roeder, Esq. ( via E-mail ) Baker & McKenzie LLP Steve Landsman, Esq. ( via E-mail ) Nalco Holding Company Scott Barshay, Esq. ( via E-mail ) Cravath, Swaine & Moore LLP