SEC Company Response from GCP Applied Technologies Inc. (CIK 0001644440) — Apr 6, 2020
GCP Applied Technologies Inc. (CIK 0001644440)
Date: April 6, 2020 · CIK: 0001644440 · Accession: 0001193125-20-099557
AI Filing Summary & Sentiment
File numbers found in text: 001-37533
Referenced dates: March 5, 2020
Letter
VIA EDGAR SUBMISSION AND COURIER Division of Corporation Finance Securities and Exchange Commission Soliciting Material filed pursuant to Exchange Act Rule 14a-12 Filed on March 4, 2020 File No. 001-37533
Re: GCP Applied Technologies Inc.
Dear Mr. Hindin:
This letter is in response to the comment contained in the Staff’s comment letter dated March 5, 2020 with respect to GCP Applied Technologies Inc.’s (“GCP”) Soliciting Material filed pursuant to Exchange Act Rule 14a-12, as filed with the Securities and Exchange Commission (the “Commission”) on March 4, 2020.
For the convenience of the Staff’s review, we have set forth the comment contained in the Staff’s comment letter, indicated in bold, followed by GCP’s response immediately after the comment. In addition, we have filed the revised soliciting materials pursuant to Exchange Act Rule 14a-12.
Mr. Perry J. Hindin
April 6, 2020
Page 2
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Soliciting Material Filed on March 4, 2020 pursuant to Exchange Act Rule 14a-12
1. We note that the materials posted to the Company’s website on March 4, 2020 indicate that Darex was divested “at a 15x multiple.” With a view towards disclosure, please clarify how this 15x multiple was derived.
In response to the Staff’s comment, we have included on the Company’s website and filed updated soliciting materials to disclose that the 15x multiple was derived based on Darex sale proceeds of $1.06 billion and Darex last twelve months EBITDA of $71.2 million as of December 31, 2016.
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If you have any questions regarding the foregoing, please contact the undersigned at (212) 403-1122.
Very
truly yours,
/s/ Viktor Sapezhnikov
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CORRESP 1 filename1.htm CORRESP April 6, 2020 VIA EDGAR SUBMISSION AND COURIER Mr. Perry J. Hindin Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561 Re: GCP Applied Technologies Inc. Soliciting Material filed pursuant to Exchange Act Rule 14a-12 Filed on March 4, 2020 File No. 001-37533 Dear Mr. Hindin: This letter is in response to the comment contained in the Staff’s comment letter dated March 5, 2020 with respect to GCP Applied Technologies Inc.’s (“GCP”) Soliciting Material filed pursuant to Exchange Act Rule 14a-12, as filed with the Securities and Exchange Commission (the “Commission”) on March 4, 2020. For the convenience of the Staff’s review, we have set forth the comment contained in the Staff’s comment letter, indicated in bold, followed by GCP’s response immediately after the comment. In addition, we have filed the revised soliciting materials pursuant to Exchange Act Rule 14a-12. Mr. Perry J. Hindin April 6, 2020 Page 2 **** Soliciting Material Filed on March 4, 2020 pursuant to Exchange Act Rule 14a-12 1. We note that the materials posted to the Company’s website on March 4, 2020 indicate that Darex was divested “at a 15x multiple.” With a view towards disclosure, please clarify how this 15x multiple was derived. In response to the Staff’s comment, we have included on the Company’s website and filed updated soliciting materials to disclose that the 15x multiple was derived based on Darex sale proceeds of $1.06 billion and Darex last twelve months EBITDA of $71.2 million as of December 31, 2016. **** If you have any questions regarding the foregoing, please contact the undersigned at (212) 403-1122. Very truly yours, /s/ Viktor Sapezhnikov Viktor Sapezhnikov