SEC Comment Letter for GCP Applied Technologies Inc. (CIK 0001644440) — May 21, 2020
GCP Applied Technologies Inc. (CIK 0001644440)
Date: May 21, 2020 · CIK: 0001644440 · Accession: 0000000000-20-004547
AI Filing Summary & Sentiment
File numbers found in text: 001-37533
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE May 21, 2020 Via Email Viktor Sapezhnikov , Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019
Re: GCP Applied Technologies Inc. Definitive Additional Materials on Schedule 14A Filed on May 20 , 2020 File No. 001-37533
Dear Mr. Sapezhnikov :
We have reviewed the filing s above and have the following comment s:
1. Please refer to the following statement: “ We also believe independent shareholders should be concerned with allowing Starboard and 40 North to take creeping control of the Company. ” Please clarify what the term “creeping control” is intended to refer to. To the extent that it is referring to Starboard’s nominees, please refrain from using this formulation in future filings. Starboard’s nominees, if elected, will owe fiduciary duties and otherwise be accountable to all of the Company’s shareholders. While Starboard has proposed six nominees for election who , if elected, would comprise a majorit y of the Board, as a matter of law and fact, Starboard will not be obtaining “control” of the Company within the meaning of the term as defined in Rule 12b -2 if its solicitation succeeds .
2. Please refer to the quoted statement in comment #1. Please eithe r provide support for the implication that Starboard and 40 North are coordinating with one another —with respect to Starboard’s proxy solicitation or otherwise —or refrain from making such statement in future filings .
* * *
We remind you that the registrant and its manageme nt are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
Viktor Sapezhnikov , Esq. Wachtell, Lipton, Rosen & Katz May 21, 2020 Page | 2
action by the staff.
Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me, at (202) 551 -3444 .
Sincerely,
/s/ Perry J. Hindin
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
May 21, 2020
Via Email
Viktor Sapezhnikov , Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re: GCP Applied Technologies Inc.
Definitive Additional Materials on Schedule 14A
Filed on May 20 , 2020
File No. 001-37533
Dear Mr. Sapezhnikov :
We have reviewed the filing s above and have the following comment s:
1. Please refer to the following statement: “ We also believe independent shareholders
should be concerned with allowing Starboard and 40 North to take creeping control of the
Company. ” Please clarify what the term “creeping control” is intended to refer to. To
the extent that it is referring to Starboard’s nominees, please refrain from using this
formulation in future filings. Starboard’s nominees, if elected, will owe fiduciary duties
and otherwise be accountable to all of the Company’s shareholders. While Starboard has
proposed six nominees for election who , if elected, would comprise a majorit y of the
Board, as a matter of law and fact, Starboard will not be obtaining “control” of the
Company within the meaning of the term as defined in Rule 12b -2 if its solicitation
succeeds .
2. Please refer to the quoted statement in comment #1. Please eithe r provide support for the
implication that Starboard and 40 North are coordinating with one another —with respect
to Starboard’s proxy solicitation or otherwise —or refrain from making such statement in
future filings .
* * *
We remind you that the registrant and its manageme nt are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
Viktor Sapezhnikov , Esq.
Wachtell, Lipton, Rosen & Katz
May 21, 2020
Page | 2
action by the staff.
Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3444 .
Sincerely,
/s/ Perry J. Hindin
Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions
cc: Adam O. Emmerich, Esq.
Gregory E. Ostling, Esq.
Wachtell, Lipton, Rosen & Katz