Withdrawal of Registration Statement (rw)
03 Septiembre 2015 - 3:18PM
Edgar (US Regulatory)
PMFG Acquisition LLC
4625 Red Bank Road, Suite 200
Cincinnati, Ohio 45227
September 3, 2015
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549
Re: |
PMFG Acquisition LLC as successor by merger to PMFG, Inc. |
Request for Withdrawal
Registration Statement on Form S-3 (333-199924)
Ladies and Gentleman:
Pursuant to Rule 477
under the Securities Act of 1933, as amended (the Act), PMFG Acquisition LLC, a Delaware limited liability company (Successor Sub), as successor to PMFG, Inc., a Delaware corporation (PMFG) hereby requests that
the Securities and Exchange Commission (the Commission) consent to the withdrawal, effective as of the date hereof or the earliest practicable date thereafter, of the Registration Statement on Form S-3, including all exhibits thereto
(File No. 333-199924), that was initially filed with the Commission on November 6, 2014 on Form S-3 and amended by a pre-effective amendment on December 12, 2014 by PMFG (the Registration Statement). The Registration
Statement was declared effective on December 22, 2014.
On September 3, 2015, pursuant to the Agreement and Plan of Merger,
dated as of May 3, 2015, by and among CECO Environmental Corp., a Delaware corporation (Parent), Top Gear Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub I), Top Gear
Acquisition II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (Merger Sub II), and PMFG, (i) Merger Sub I merged with and into PMFG (the First Merger), with PMFG surviving the First
Merger as a wholly owned subsidiary of Parent, and (ii) promptly thereafter, PMFG merged with and into Merger Sub II (the Second Merger), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Parent under
the name PMFG Acquisition LLC. As a result, Successor Sub, as successor by merger to PMFG, has determined that it is in its best interest to withdraw the Registration Statement at this time.
No securities have been sold or will be sold in connection with or pursuant to the Registration Statement.
We understand that the fees paid in connection with the Registration Statement will not be
refunded, but request that, in accordance with Rule 457(p) under the Act, such fees be credited for future use by Parent.
If you have any
questions with respect to this matter, please contact Toby D. Merchant of Squire Patton Boggs (US) LLP at (513) 361-1229. Thank you for your assistance in this matter.
[Signature page follows]
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Very truly yours,
PMFG Acquisition LLC, as successor to PMFG, Inc. |
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By: |
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/s/ Edward J. Prajzner |
Name: |
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Edward J. Prajzner |
Title: |
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Chief Financial Officer, Treasurer and Secretary |
[Signature Page to Form S-3 Withdrawal]
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