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SEC Comment Letter for Mativ Holdings, Inc. (MATV) (CIK 0001000623) (MATV) — Jul 12, 2016

Mativ Holdings, Inc. (MATV) (CIK 0001000623)
Date: July 12, 2016 · CIK: 0001000623 · Accession: 0000000000-16-084019

AI Filing Summary & Sentiment

Date
December 31, 2015
Author
/s/ Cecilia Blye
Form
UPLOAD
Company
Mativ Holdings, Inc. (MATV) (CIK 0001000623)

Letter

July 12 , 2016 Via E -mail Frédéric P. Villoutreix Chairman of the Board and Chief Executive Officer Schweitzer -Mauduit International, Inc. 100 North Point Center East, Suite 600 Alpharetta, Georgia 30022

Re: Schweitzer -Mauduit International, Inc. Form 10 -K for the Fiscal Year Ended December 31, 2015 Filed February 26 , 2016 File No. 1 -13948

Dear Mr. Villoutreix :

We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. At this jun cture, we are asking you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providing the requested information, or by advising us when you will provide the requested respo nse. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have additional comments.

General

1. You stated in your letter to us dated November 1, 2013 that your subsidiary PDM Industries SAS sold cigarette papers into Syria in 2011 and for delivery to Sudan in 2013. As you are aware, Sudan and Syria are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your Form 10 -K does not include disclosure about contacts with those countries. Please provide us with information regarding your contacts with Sudan and Syria since the referenced letter. You should describe any products or materials you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you have had with the governments of Sudan and Syria or entities they control.

Frédéric P. Villoutreix Schweitzer -Mauduit International, Inc. July 12 , 2016 Page 2

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies tha t have operations associated with Sudan and Syria.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all ap plicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 - 3470 if you have any questions about the comments or our review.

Sincerely,
/s/ Cecilia Blye

Show Raw Text
July 12 , 2016

Via E -mail
Frédéric P. Villoutreix
Chairman of the Board and
 Chief Executive Officer
Schweitzer -Mauduit International, Inc.
100 North Point Center East, Suite 600
Alpharetta, Georgia 30022

 Re: Schweitzer -Mauduit International, Inc.
  Form 10 -K for the Fiscal Year Ended December 31, 2015
  Filed February 26 , 2016
  File No. 1 -13948

Dear Mr. Villoutreix :

We have limited our review of your filing to your contacts  with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this jun cture, we are asking you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested respo nse.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

General

1. You stated in your letter to us dated November 1, 2013 that your subsidiary PDM
Industries SAS sold cigarette papers into Syria in 2011 and for delivery to Sudan in 2013.
As you are aware, Sudan and Syria are designated by the State Department as state
sponsors of terrorism  and are subject to U.S. economic sanctions and export controls.
Your Form 10 -K does not include disclosure about contacts with those countries.  Please
provide us with information regarding your contacts with Sudan and Syria since the
referenced letter.   You should describe any products or materials you have provided into
Sudan and Syria, directly or indirectly, and any agreements, arrangements or other
contacts you have had with the governments of Sudan and Syria or entities they control.

Frédéric P. Villoutreix
Schweitzer -Mauduit International, Inc.
July 12 , 2016
Page 2

 2. Please discuss  the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether the contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any revenues, assets and liabilities
associated with Sudan and Syria for the last three fiscal years and the subsequent interim
period.   Also, address materiality in terms of qualitative factors that a reasonable investor
would deem important in making an investment decision, including the potential impact
of corporate activities upon a company’s reputation and share value.   Various state and
municipal governments, universities and other investors have proposed or adopted
divestment or similar initiatives regarding investment in companies that do business with
U.S.-designated state sponsors of terrorism.   You should address the potential impact of
the investor sentiment evidenced by such actions directed toward companies tha t have
operations associated with Sudan and Syria.

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all ap plicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

         Sincerely,

         /s/ Cecilia Blye

         Cecilia Blye, Chief
         Office of Global Security Risk

Frédéric P. Villoutreix
Schweitzer -Mauduit International, Inc.
July 12 , 2016
Page 3

 cc:  Roger S chwall
  Assistant Director
 Division of Corporation Finance