SEC Company Response from Alto Ingredients, Inc. (ALTO) (CIK 0000778164) (ALTO) — May 11, 2012
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Date: May 11, 2012 · CIK: 0000778164 · Accession: 0001019687-12-001727
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-180731
Referenced dates: May 7, 2012
Letter
Pacific Ethanol, Inc. Registration Statement on Form S-3 Filed April 13, 2012 File No. 333-180731
Re:
Dear Ms. Long:
This letter responds to the comments of your letter dated May 7, 2012 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which letter is enclosed for your convenience.
We have reproduced below in bold font each of your comments set forth in your letter of May 7, 2012, together with the Company’s responses in regular font immediately following each reproduced comment. The Company’s responses in this letter correspond to the numbers you placed adjacent to the comments in your letter of May 7, 2012.
Exhibit Index
1. We note that you have listed the Statement of Eligibility of Trustee for both the Senior Debt Indenture and the Subordinated Debt Indenture as Exhibits 25.1 and 25.2. To the extent that you are relying on Section 305(b)(2) of the Trust Indenture Act of 1939 and intend to file Form T-1 under electronic form type “305B2,” please confirm this fact and include in the filing related footnote disclosure. Please note that you may not file the Form T-1 in a post effective amendment to the registration statement or in a Form 8-K that is incorporated by reference into the registration statement. For further guidance, please see Question 220.01 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
Ms. Pamela Long
May 11, 2012
Page 2
The Company intends to rely on Section 305(b)(2) of the Trust Indenture Act of 1939 in filing its Forms T-1 under electronic form type “305B2.” The Company has added footnote number “#” to Exhibits 25.1 and 25.2 on page II-2 of the Registration Statement stating that in each case the Form T-1 will be incorporated by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
Exhibit 5.1
2. We note that counsel’s opinion contains assumptions regarding the future issuances of the securities being registered. Please confirm that you will file an unqualified opinion each time a takedown occurs that omits all such assumptions.
This will confirm that the Company will file with the Securities and Exchange Commission an unqualified opinion of counsel each time a takedown occurs that omits all such assumptions regarding the future issuances of the securities being registered.
3. We note that counsel has included a list of qualifications in the second and third paragraphs on page five and the first paragraph on page six of the opinion. While certain assumptions and qualifications are appropriate, qualifications that are either overly broad or whose purpose is unclear are generally impermissible. Please have counsel revise its opinion to remove all assumptions or qualifications that are inconsistent with the staff’s views contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011). To the extent counsel wishes to retain any of the qualifications listed on pages five and six, please have counsel provide us with its analysis as to why such qualifications are necessary for the opinions rendered.
The Company’s counsel has revised its opinion to remove all assumptions or qualifications that are inconsistent with the staff’s views contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011). A copy of the revised opinion is included as Exhibit 5.1 of the Registration Statement.
4. We note counsel’s statement on page six that with respect to its opinions relating to the enforceability of the Documents, counsel has assumed that the laws of the State of New York are identical in all relevant respects to the laws of the State of California. Because the agreements or instruments pursuant to which the Debt Securities, Warrants, and Units are to be issued will be governed the laws of the State of New York, counsel may not limit its opinion with respect to such laws. Please have counsel revise its opinion to provide an opinion on the laws of the State of New York.
Ms. Pamela Long
May 11, 2012
Page 3
The Company’s counsel has revised its opinion to provide an opinion on the laws of the State of New York. A copy of the revised opinion is included as Exhibit 5.1 of the Registration Statement.
We trust that the foregoing is responsive to your comments in your letter of comments dated May 7, 2012. If you have any questions, please call me at (714) 641-3450 or my partner John Bradley, Esq. at (714) 662-4659.
Sincerely
yours,
RUTAN
& TUCKER, LLP
Show Raw Text
CORRESP
1
filename1.htm
Larry A. Cerutti
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com
May 11, 2012
VIA VIA FEDEX AND
EDGAR CORRESPONDENCE
Ms. Pamela Long
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3628
Re:
Pacific
Ethanol, Inc.
Registration Statement on
Form S-3
Filed April 13, 2012
File No. 333-180731
Dear Ms. Long:
This letter responds
to the comments of your letter dated May 7, 2012 relating to Pacific Ethanol, Inc. (the “Company”), a copy of which
letter is enclosed for your convenience.
We have reproduced
below in bold font each of your comments set forth in your letter of May 7, 2012, together with the Company’s responses in
regular font immediately following each reproduced comment. The Company’s responses in this letter correspond to the numbers
you placed adjacent to the comments in your letter of May 7, 2012.
Exhibit Index
1. We
note that you have listed the Statement of Eligibility of Trustee for both the Senior Debt Indenture and the Subordinated Debt
Indenture as Exhibits 25.1 and 25.2. To the extent that you are relying on Section 305(b)(2) of the Trust Indenture Act of 1939
and intend to file Form T-1 under electronic form type “305B2,” please confirm this fact and include in the filing
related footnote disclosure. Please note that you may not file the Form T-1 in a post effective amendment to the registration statement
or in a Form 8-K that is incorporated by reference into the registration statement. For further guidance, please see Question 220.01
of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations.
Ms. Pamela Long
May 11, 2012
Page 2
The Company intends
to rely on Section 305(b)(2) of the Trust Indenture Act of 1939 in filing its Forms T-1 under electronic form type “305B2.”
The Company has added footnote number “#” to Exhibits 25.1 and 25.2 on page II-2 of the Registration Statement stating
that in each case the Form T-1 will be incorporated by reference from a subsequent filing in accordance with Section 305(b)(2)
of the Trust Indenture Act of 1939.
Exhibit 5.1
2. We
note that counsel’s opinion contains assumptions regarding the future issuances of the securities being registered. Please
confirm that you will file an unqualified opinion each time a takedown occurs that omits all such assumptions.
This will confirm that
the Company will file with the Securities and Exchange Commission an unqualified opinion of counsel each time a takedown occurs
that omits all such assumptions regarding the future issuances of the securities being registered.
3. We note
that counsel has included a list of qualifications in the second and third paragraphs on page five and the first paragraph on page
six of the opinion. While certain assumptions and qualifications are appropriate, qualifications that are either overly broad or
whose purpose is unclear are generally impermissible. Please have counsel revise its opinion to remove all assumptions or qualifications
that are inconsistent with the staff’s views contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).
To the extent counsel wishes to retain any of the qualifications listed on pages five and six, please have counsel provide us with
its analysis as to why such qualifications are necessary for the opinions rendered.
The Company’s
counsel has revised its opinion to remove all assumptions or qualifications that are inconsistent with the staff’s views
contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011). A copy of the revised opinion is included as Exhibit
5.1 of the Registration Statement.
4. We note
counsel’s statement on page six that with respect to its opinions relating to the enforceability of the Documents, counsel
has assumed that the laws of the State of New York are identical in all relevant respects to the laws of the State of California.
Because the agreements or instruments pursuant to which the Debt Securities, Warrants, and Units are to be issued will be governed
the laws of the State of New York, counsel may not limit its opinion with respect to such laws. Please have counsel revise its
opinion to provide an opinion on the laws of the State of New York.
Ms. Pamela Long
May 11, 2012
Page 3
The Company’s
counsel has revised its opinion to provide an opinion on the laws of the State of New York. A copy of the revised opinion is included
as Exhibit 5.1 of the Registration Statement.
We trust that the foregoing
is responsive to your comments in your letter of comments dated May 7, 2012. If you have any questions, please call me at (714)
641-3450 or my partner John Bradley, Esq. at (714) 662-4659.
Sincerely
yours,
RUTAN
& TUCKER, LLP
/s/
Larry A. Cerutti
Larry
A. Cerutti
Enclosures
cc: Ms. Erin Jaskot, Esq. (w/enc.)
Mr. Neil M. Koehler
Mr. Bryon T. McGregor
Christopher W. Wright, Esq.
John T. Bradley, Esq.