SEC Comment Letter for AZEK Co Inc. (AZEK) (CIK 0001782754) — Feb 21, 2020
AZEK Co Inc. (AZEK) (CIK 0001782754)
Date: Feb. 21, 2020 · CIK: 0001782754 · Accession: 0000000000-20-001610
AI Filing Summary & Sentiment
File numbers found in text: 333-236325
Letter
February 21, 2020 Ralph Nicoletti Senior Vice President and Chief Financial Officer CPG Newco LLC 1330 W. Fulton Street #350 Chicago, IL 60607 Re:CPG Newco LLC Registration Statement on Form S-1 Filed February 7, 2020 File No. 333-236325 Dear Mr. Nicoletti: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 filed February 7, 2020 Risk Factors Our Certificate of Incorporation, which will be in effect, page 49 1.We note that your disclosures on pages 49 and 163 do not reflect the entire scope of your exclusive forum provision in Article Fourteen of your Certificate of Incorporation. For example, we note that Article Fourteen states “if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware”. However, this alternative forum is not reflected in your disclosures. Please revise your disclosures to reflect the entire scope of your exclusive forum provision. You may contact Ernest Greene, Staff Accountant, at 202-551-3733 or Anne McConnell, Staff Accountant, at 202-551-3709 if you have questions regarding comments on the financial statements and related matters. Please contact Asia Timmons-Pierce, Special
FirstName LastNameRalph Nicoletti Comapany NameCPG Newco LLC February 21, 2020 Page 2 FirstName LastName Ralph Nicoletti CPG Newco LLC February 21, 2020 Page 2 Counsel, at 202-551-3754 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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February 21, 2020
Ralph Nicoletti
Senior Vice President and Chief Financial Officer
CPG Newco LLC
1330 W. Fulton Street #350
Chicago, IL 60607
Re:CPG Newco LLC
Registration Statement on Form S-1
Filed February 7, 2020
File No. 333-236325
Dear Mr. Nicoletti:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed February 7, 2020
Risk Factors
Our Certificate of Incorporation, which will be in effect, page 49
1.We note that your disclosures on pages 49 and 163 do not reflect the entire scope of your
exclusive forum provision in Article Fourteen of your Certificate of Incorporation. For
example, we note that Article Fourteen states “if no state court located within the State of
Delaware has jurisdiction, the federal district court for the District of Delaware”.
However, this alternative forum is not reflected in your disclosures. Please revise your
disclosures to reflect the entire scope of your exclusive forum provision.
You may contact Ernest Greene, Staff Accountant, at 202-551-3733 or Anne
McConnell, Staff Accountant, at 202-551-3709 if you have questions regarding comments on the
financial statements and related matters. Please contact Asia Timmons-Pierce, Special
FirstName LastNameRalph Nicoletti
Comapany NameCPG Newco LLC
February 21, 2020 Page 2
FirstName LastName
Ralph Nicoletti
CPG Newco LLC
February 21, 2020
Page 2
Counsel, at 202-551-3754 or Jay Ingram, Legal Branch Chief, at 202-551-3397 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing