SecProbe.io

CORRESP
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CORRESP

 TELEPHONE: 1-650-461-5600
FACSIMILE:
1-650-461-5700

WWW.SULLCROM.COM

 1870 Embarcadero Road

Palo Alto, California 94303-3308

LOS ANGELES • NEW YORK • WASHINGTON, D.C.

BRUSSELS • FRANKFURT • LONDON • PARIS

BEIJING • HONG KONG • TOKYO

MELBOURNE • SYDNEY

 CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].”

CONFIDENTIAL TREATMENT REQUESTED

BY CPG NEWCO LLC

 FOIA CONFIDENTIAL
TREATMENT REQUEST

 February 14, 2020

Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F Street, N.E.,

Washington, D.C. 20549.

Attn:
 Ernest Greene

 Sherry Haywood

 Anne McConnell

 Asia Timmons-Pierce

Re:
 CPG Newco LLC

 Registration Statement on Form S-1

 File No. 333-236325

Ladies and Gentlemen:

 On behalf of our client,
CPG Newco LLC (the “Company”), we are submitting this letter in further response to comment #14 from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in a letter, dated September 4, 2019, with respect to the Company’s Confidential Draft Registration Statement on Form S-1 originally submitted to the
Commission on August 6, 2019, and as amended and further submitted on a confidential basis on September 20, 2019, October 17, 2019, November 12, 2019, December 23, 2019 and January 21, 2020, and publicly filed on
February 7, 2020 (such public filing, the “Registration Statement”). References contained herein to “shares” are to shares of the Company’s Class A common stock following its
conversion into a corporation, as described in the Registration Statement.

 Because of the commercially sensitive nature of information
contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act
Operations in connection with the confidential treatment request pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s
letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential
treatment.

 For the Staff’s convenience, we have recited the prior comment from the Staff in italicized, bold type and have followed
the comment with the Company’s response.

 CPG: 01

U.S. Securities and Exchange Commission

Confidential Treatment Requested

February 14, 2020

By CPG Newco LLC

 14.    You disclose that the estimated grant date fair values of both time
vested and performance vested Profits Interests granted during 2018 and 2017, was derived using the option pricing method. Please disclose whether the profit interests will be converted into options to acquire
Class A common stock. If so, please tell us what consideration you have given to the potential impact of the conversion. Please also address your determination of the fair value of these interests
relative to the fair value of this offering.

 Conversion of Profits Interests

The Company advises the Staff that Profits Interests (each a “PI”) will receive the following treatment in the
Company’s initial public offering (the “IPO”). Vested PIs will be exchanged for shares of Class A common stock, and unvested PIs will be exchanged for restricted shares of Class A common stock that will be
eligible to vest generally pursuant to the same time-based and performance-based vesting conditions as are applicable for the unvested PIs for which they are exchanged. Each PI will be exchanged for a number of shares of Class A common stock or
restricted shares of Class A common stock, as applicable, equal to the quotient of (A) (i) the offering price per share to the public of the Class A common stock in the Company’s IPO (the “IPO Price”),
minus (ii) the applicable hurdle amount for the relevant PI divided by (B) the IPO Price. As discussed in the Registration Statement, PIs were awarded with various hurdle amounts (ranging from $1,000 to $1,923) whereby
they do not participate in distributions to equity holders by AOT Building Partners, L.P. (the “Partnership”) except to the extent that distributions exceed the applicable hurdle amount.

Following the IPO, each current employee who receives shares of Class A common stock and/or restricted shares of Class A common
stock in exchange for PIs will also be granted options to purchase shares of Class A common stock, with the number of such options to equal the aggregate number of PIs held by such holder before the IPO (as adjusted to reflect the exchange
ratio applied in converting Common Interests of the Partnership (the “Common Interests”) into shares of Class A common stock in the IPO), less the number of shares of Class A common stock or restricted shares of
Class A common stock, as the case may be, granted to such holder in the exchange. For example, if 100 PIs were converted into 40 shares, the employee would receive a grant of options to acquire 60 shares of Class A common stock. Such
options will have a per-share exercise price equal to the IPO Price. Such options will remain eligible to vest pursuant to the same time-based and performance-based vesting conditions, and in the same
proportion, as applied to the PIs to which they relate.

 Equity-Based Compensation Expense

In connection with the IPO, the performance-based PIs, all of which are currently unvested, will be exchanged for restricted shares of
Class A common stock that will be subject to market conditions that will be realized when the cumulative return on investment (which may be realized in the form of marketable shares of common stock) to each of Ares Corporate Opportunities Fund
IV, L.P. and Ontario Teachers’ Pension Plan Board exceeds specified levels (2.0x in the case of one tranche of shares of common stock and 2.75x in the case of the other tranche of shares of common stock). In addition, as discussed above, in
connection with the exchange of PIs for shares of Class A common stock and restricted shares of Class A common stock, employees will be granted options with an exercise price equal to the IPO Price. Some of those options will be
fully-vested upon grant (to the extent issued in connection with time-vested PIs that have vested), and the remaining options will be subject to vesting pursuant to generally the same vesting conditions as applied to the PIs to which they relate. In
connection with the IPO, the Company also anticipates making (i) a one-time grant of options to purchase shares of Class A common stock to the Chairman of the Company’s Board of Directors,
(ii) a one-time grant of restricted stock units to certain non-employee directors, (iii) a one-time grant of restricted
stock units to the Company’s employees who did not hold PIs prior to the IPO and (iv) one-time grants of restricted stock units and/or options to purchase shares of Class A common stock to
certain of the Company’s executive officers.

 CPG: 02

U.S. Securities and Exchange Commission

Confidential Treatment Requested

February 14, 2020

By CPG Newco LLC

 The Company currently anticipates that the price range to be set forth in its preliminary
prospectus in connection with the IPO will be within the preliminary indicative price range of $[****]1 to $[****]2 per share (the
“Preliminary Price Range”) (after giving effect to an approximately [****]3 split expected to be completed prior to commencement of the road show on February 25,
2020). Based on the Preliminary Price Range, the Company anticipates incurring aggregate equity-based compensation expense of $[****]4 to
$[****]5 as a result of the exchanges and grants described in the preceding paragraph. The Company anticipates recognizing the majority of this equity-based compensation expense in the three
fiscal quarters consisting of the fiscal quarter in which the IPO is completed and the two subsequent fiscal quarters. The Company proposes to include in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in its preliminary prospectus disclosure relating to this anticipated equity-based compensation expense in the form set forth in Annex A to this letter. In addition, the Company will include in “Prospectus Summary,”
“Capitalization” and “Dilution” in the preliminary prospectus disclosure of the number of shares of Class A common stock that it expects to issue and the number of stock options that it anticipates to grant upon exchange of
the PIs and pursuant to the other grants described in the preceding paragraph. The Company will also include footnote disclosure in “Summary Consolidated Financial Data” and “Selected Consolidated Financial Data” that will
describe the compensation expense that it anticipates that it will recognize at the mid-point of the estimated price range in the preliminary prospectus with a cross reference to the disclosure that will be
contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 Determination of Estimated
Preliminary Initial Public Offering Price Range

 The Company advises the Staff that on February 6, 2020, representatives of the
underwriters advised the Company that, based on then-current market conditions and other factors, they would recommend a preliminary indicative equity value of $[****]6 to [****]7 that implied the Preliminary Price Range of $[****]8 to $[****]9 per share (after giving
effect to an approximately [****]10 split expected to be completed prior to commencement of the road show on February 25, 2020). The Preliminary Price Range is based on a number of factors,
including prevailing market conditions, the Company’s financial condition, estimates of the Company’s business potential and prospects for the Company and the industry in which it operates, the general condition of the securities market
and the recent market prices of, and the demand for, publicly-traded common stock of generally comparable companies. The actual price range to be included in a subsequent amendment to the Registration Statement (which will comply with the
Staff’s interpretation regarding the parameters of a bona fide price range) has not yet been determined and remains subject to adjustment based on further discussions between the Company and the lead underwriters, developments in the
Company’s business, market conditions and other factors that are outside of the Company’s control. However, the Company believes that, barring significant unforeseen events, the actual price range to be included in a subsequent amendment
to the Registration Statement will be within the Preliminary Price Range. The Company advises the Staff that it anticipates filing an amendment to the Registration Statement with the actual price range on or about February 25, 2020, before 9:30
A.M. Eastern Time, and, in any event, prior to the commencement of its road show.

1
 [****] – Confidential Treatment Requested by CPG Newco LLC.

2
 [****] – Confidential Treatment Requested by CPG Newco LLC.

3
 [****] – Confidential Treatment Requested by CPG Newco LLC.

4
 [****] – Confidential Treatment Requested by CPG Newco LLC.

5
 [****] – Confidential Treatment Requested by CPG Newco LLC.

6
 [****] – Confidential Treatment Requested by CPG Newco LLC.

7
 [****] – Confidential Treatment Requested by CPG Newco LLC.

8
 [****] – Confidential Treatment Requested by CPG Newco LLC.

9
 [****] – Confidential Treatment Requested by CPG Newco LLC.

10
 [****] – Confidential Treatment Requested by CPG Newco LLC.

 CPG: 03

U.S. Securities and Exchange Commission

Confidential Treatment Requested

February 14, 2020

By CPG Newco LLC

 Profits Interests Issuances by the Company since February 15, 2019

To facilitate the Staff’s review, the table below contains a complete list of all grants of PIs made from February 15, 2019 through
the date of this letter.

 Grant Date

PIs granted (1)

PI hurdle

Estimated fair
value per
common unit

 February 22, 2019

1,000

$
1,740

$
1,740

 May 2, 2019

750

$
1,740

$
1,740

 August 7, 2019

1,125

$
1,740

$
1,740

 November 6, 2019

2,000

$
1,923

$
1,923

(1)
 50% of PIs issued are subject to time-based vesting and 50% are subject to performance-based vesting.

 Overview of Profits Interests Pricing and Fair Value Determination

The PIs are classified as equity awards in accordance with ASC 718 “Compensation—Stock Compensation.” Equity-based compensation
cost is determined based on the number of PIs awarded and the grant date fair value of the awards. The cost of time-vested PI awards is recognized as expense on a straight-line basis over the applicable employee’s requisite service period,
which coincides with the vesting period of the award. For performance-based PI awards, expense is recognized when the achievement of the predetermined performance criteria becomes probable. The Company accounts for forfeitures as they occur.

The hurdle applicable to each PI was determined by the Company’s Board of Directors at the applicable grant date and is supported by
periodic independent third-party valuations and management analyses. The Company’s Board of Directors intended that each PI granted would have a hurdle at a price per PI equal to the fair value of one Common Interest at the date of such
PI’s grant, in compliance with the provisions of the partnership agreement of the Partnership. Given the absence of active trading markets for the Common Interests and PIs, determining the fair value of the PIs requires the Board to make
complex and subjective judgments. For purposes of determining compensation expense relating to grants of PIs, as described in the Registration Statement the Company used the option pricing method (the “OPM”). The OPM treats
the various equity interests in the Partnership as call options with exercise prices determined based on their respective rights to participate in distributions by the Partnership. The values attributable to these implicit call options was
determined using the Black-Scholes option-pricing model. The value of the PIs was determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of
Privately-Held-Company Equity Securities Issued as Compensation.

 The sole material asset of the Partnership is indirect ownership of the
Company, and, accordingly, the fair value of the Common Interests and the PIs was derived by reference to the value of the Company. The Board estimated the value of the Company using a combination of the income approach and the market approach as
supported by periodic independent third-party valuations. The equity value of the Company as computed by the third-party valuation specialist is depicted in the following table.

 CPG: 04

U.S. Securities and Exchange Commission

Confidential Treatment Requested

February 14, 2020

By CPG Newco LLC

 Date

Total equity value

 12/31/2018

$            [****]11

 3/31/2019

$            [****]12

 6/30/2019

$            [****]13

 8/31/2019

$            [****]14

 The Company believes thorough evaluation was made of the relevant factors to determine fair value on each
grant date. A review of the methodology and key assumptions included in the independent third-party valuations considered for the purpose of determining fair value at each grant date follows.

Methods and Assumptions Used in the Fair Value Determination of the Enterprise

The Company obtains third-party valuation specialist re