Securities Exchange Act of 1934
PPG Industries, Inc.
Steven A. Rosenblum, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019-6150
Re: PPG Industries, Inc. — Exchange Offer
Dear Mr. Rosenblum:
We are responding to your letter dated December 21, 2012 addressed to Michele M. Anderson and Nicholas P. Panos, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.
On the basis of your representations and facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Exchange Act if PPG conducts the Exchange Offer using the Pricing Mechanism and specifies the amount of PPG Common Stock sought in the Exchange Offer as described in your letter. In issuing these no-action positions, we considered the following facts, among others:
The foregoing no-action positions are based solely on your representations and the facts presented in your letter dated December 21, 2012, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to PPG's use of the Pricing Mechanism and with respect to PPG’s specification of the number of shares of PPG Common Stock sought in the Exchange Offer. PPG should discontinue the Exchange Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.
We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Exchange Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Exchange Offer may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Exchange Offer.
For the Division of Corporation Finance,
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
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