SEC Company Response from Alto Ingredients, Inc. (ALTO) (CIK 0000778164) (ALTO) — May 4, 2015
Alto Ingredients, Inc. (ALTO) (CIK 0000778164)
Date: May 4, 2015 · CIK: 0000778164 · Accession: 0001019687-15-001758
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-201879
Referenced dates: April 16, 2015, May 1, 2015
Letter
via edgar correspondence and FEDEX Division of Corporation Finance Securities and Exchange Commission Pacific Ethanol, Inc. Amendment No. 2 to Registration Statement on Form S-4 Filed April 21, 2015 File No. 333-201879
Dear Ms. Long:
This letter responds to the comments of your letter dated May 1, 2015 relating to Pacific Ethanol, Inc. (the “Company”).
The enclosed clean and marked-to-show-changes copies of Form S-4/A (Amendment No. 3 to Form S-4), Reg. No. 333-201879 (the “Registration Statement”), contain revisions that are directly in response to your comments. We have reproduced below in bold font the comment set forth in your letter, together with a response in regular font immediately following each reproduced comment. The page number referenced below corresponds to the marked versions of the Registration Statement enclosed herewith. The response in this letter corresponds to the number you placed adjacent to the comment in your letter.
Aventine Forward-Looking Financial Information, page 26
1. We note your response to comment 3 of our letter dated April 16, 2015 and we re-issue our comment. Please disclose why Aventine did not provide projections for the combined company and how, if at all, the lack of such combined projections influenced its conclusions.
The disclosure in the “Aventine Forward-Looking Financial Information” section on page 27 of the Joint Proxy Statement/Prospectus has been revised to disclose why Aventine did not provide projections for the combined company and the alternative factors Aventine’s board of directors identified which were influential in its analysis of the transaction.
* * *
Securities and Exchange Commission
May 4, 2015
Page 2
We trust that the foregoing is responsive to the comments contained in your letter of comments dated May 1, 2015. If you have any questions, please call me at (949) 622-2710.
.
Sincerely yours,
Troutman Sanders LLP
Show Raw Text
CORRESP
1
filename1.htm
Larry A. Cerutti
949.622.2710 telephone
949.622.2739 facsimile
larry.cerutti@troutmansanders.com
TROUTMAN SANDERS LLP
Attorneys at Law
5 Park Plaza, Suite 1400
Irvine, CA 92614-2545
949.622.2700 telephone
troutmansanders.com
May 4, 2015
via edgar correspondence
and FEDEX
Ms. Pamela Long
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Pacific Ethanol, Inc.
Amendment No. 2 to Registration Statement on Form
S-4
Filed April 21, 2015
File No. 333-201879
Dear Ms. Long:
This letter responds
to the comments of your letter dated May 1, 2015 relating to Pacific Ethanol, Inc. (the “Company”).
The enclosed clean
and marked-to-show-changes copies of Form S-4/A (Amendment No. 3 to Form S-4), Reg. No. 333-201879 (the “Registration
Statement”), contain revisions that are directly in response to your comments. We have reproduced below in bold font the
comment set forth in your letter, together with a response in regular font immediately following each reproduced comment. The page
number referenced below corresponds to the marked versions of the Registration Statement enclosed herewith. The response in this
letter corresponds to the number you placed adjacent to the comment in your letter.
Aventine Forward-Looking Financial Information, page 26
1. We note your response to comment 3 of our letter dated April 16, 2015 and we re-issue our comment.
Please disclose why Aventine did not provide projections for the combined company and how, if at all, the lack of such combined
projections influenced its conclusions.
The disclosure in the “Aventine Forward-Looking
Financial Information” section on page 27 of the Joint Proxy Statement/Prospectus has been revised to disclose why Aventine
did not provide projections for the combined company and the alternative factors Aventine’s board of directors identified
which were influential in its analysis of the transaction.
* * *
Securities and Exchange Commission
May 4, 2015
Page 2
We trust that the foregoing
is responsive to the comments contained in your letter of comments dated May 1, 2015. If you have any questions, please call me
at (949) 622-2710.
.
Sincerely yours,
Troutman Sanders LLP
/s/ Larry A. Cerutti
Larry A. Cerutti
Enclosures
cc:
Ameed Hamady (via Edgar correspondence)
Terence O’Brien (via Edgar
correspondence)
Frank Pigott (via Edgar correspondence)
Craig Slivka (via Edgar correspondence)
Christopher W. Wright, Esq. (via
email)
Ackneil M. Muldrow, Esq. (via
email)