Correspondence 0001193125-23-191475 from WEST FRASER TIMBER CO., LTD (WFG) (CIK 0001402388) (WFG)
WEST FRASER TIMBER CO., LTD (WFG) (CIK 0001402388)
Date: July 21, 2023 · CIK: 0001402388 · Accession: 0001193125-23-191475
AI Filing Summary & Sentiment
Referenced dates: July 17, 2023
Letter
VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, DC 20549 Attn: Charles Eastman and Claire Erlanger
Dear Charles and Claire:
Re: West Fraser Timber Co. Ltd.
Form 40-F for the Year Ended December 31, 2022
SEC File No. 1-39974
We are legal counsel to the Company and are writing to you in such capacity in response to Staff’s comment letter dated July 17, 2023 (the “Comment Letter”) with respect to the annual report on Form 40-F for the fiscal year ended December 31, 2022 filed on February 14, 2023 (the “Original Form 40-F”) with the United States Securities and Exchange Commission (the “SEC”).
On behalf of the Company, we provide below the Company’s response to the comments made in the Comment Letter:
Form 40-F for the Year Ended December 31, 2022
Exhibits 99.4 and 99.5 Section 302 Certifications, page 1
A. We note that your Section 302 Certifications filed as Exhibit 99.4 and 99.5 do not include paragraph 4(b) or the introductory language in paragraph 4 referring to internal control over financial reporting. Paragraph 4(b) should state that you have “Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.” In light of the fact that this is the second Form 40-F you have filed since your registration, it appears that this disclosure is required. Please amend your Form 40-F to include revised certifications with this additional disclosure. Your amended filings should include the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the Section 302 Certifications. See General Instruction B(6) of the Form 40-F and Question 246.13 of SEC Staff’s Regulation S-K Compliance & Disclosure Interpretations.
McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084
Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce
Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca
July 21, 2023
Page 2
In response to Staff’s comment, the Company has filed an Amendment No. 1 to the Original Form 40-F (the “Amendment No. 1 Form 40-F”) which, consistent with Staff’s comment, is comprised of:
1. the cover page to Form 40-F,
2. an explanatory note providing an explanation as to the filing;
3. the signature page to Form 40-F;
4. an updated Exhibit list; and
5. updated CEO and CFO Section 302 certifications that have been revised to include the following language in paragraph 4(b), which, as Staff has noted, was not included in the certifications filed with the Original Form 40-F:
“Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.”
Should you have any further comments or questions arising from any of the above responses, please do not hesitate to contact the writer by phone or email.
Yours truly,
/s/ Michael H. Taylor
Michael H. Taylor*
*Law corporation
cc: Mr. Christopher Virostek, Chief Financial Officer
West Fraser Timber Co. Ltd.
Ms. Shannon Webber, Vice-President, General Counsel
West Fraser Timber Co. Ltd.
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CORRESP 1 filename1.htm CORRESP Reply to the Attention of Michael H. Taylor Direct Line 604.691.7410 Email Address michael.taylor@mcmillan.ca Our File No. 62128V-298756 Date July 21, 2023 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, DC 20549 Attn: Charles Eastman and Claire Erlanger Dear Charles and Claire: Re: West Fraser Timber Co. Ltd. Form 40-F for the Year Ended December 31, 2022 SEC File No. 1-39974 We are legal counsel to the Company and are writing to you in such capacity in response to Staff’s comment letter dated July 17, 2023 (the “Comment Letter”) with respect to the annual report on Form 40-F for the fiscal year ended December 31, 2022 filed on February 14, 2023 (the “Original Form 40-F”) with the United States Securities and Exchange Commission (the “SEC”). On behalf of the Company, we provide below the Company’s response to the comments made in the Comment Letter: Form 40-F for the Year Ended December 31, 2022 Exhibits 99.4 and 99.5 Section 302 Certifications, page 1 A. We note that your Section 302 Certifications filed as Exhibit 99.4 and 99.5 do not include paragraph 4(b) or the introductory language in paragraph 4 referring to internal control over financial reporting. Paragraph 4(b) should state that you have “Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.” In light of the fact that this is the second Form 40-F you have filed since your registration, it appears that this disclosure is required. Please amend your Form 40-F to include revised certifications with this additional disclosure. Your amended filings should include the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the Section 302 Certifications. See General Instruction B(6) of the Form 40-F and Question 246.13 of SEC Staff’s Regulation S-K Compliance & Disclosure Interpretations. McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, PO Box 11117, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084 Lawyers | Patent & Trade-mark Agents | Avocats | Agents de brevets et de marques de commerce Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca July 21, 2023 Page 2 In response to Staff’s comment, the Company has filed an Amendment No. 1 to the Original Form 40-F (the “Amendment No. 1 Form 40-F”) which, consistent with Staff’s comment, is comprised of: 1. the cover page to Form 40-F, 2. an explanatory note providing an explanation as to the filing; 3. the signature page to Form 40-F; 4. an updated Exhibit list; and 5. updated CEO and CFO Section 302 certifications that have been revised to include the following language in paragraph 4(b), which, as Staff has noted, was not included in the certifications filed with the Original Form 40-F: “Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.” Should you have any further comments or questions arising from any of the above responses, please do not hesitate to contact the writer by phone or email. Yours truly, /s/ Michael H. Taylor Michael H. Taylor* *Law corporation cc: Mr. Christopher Virostek, Chief Financial Officer West Fraser Timber Co. Ltd. Ms. Shannon Webber, Vice-President, General Counsel West Fraser Timber Co. Ltd.