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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rules 13e-4(d)(1), 13e-4(e)(3) and 13e-4(f)(1)(ii)
Rule 14e-1(b)

December 21, 2012

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance


PPG Industries, Inc.
Incoming letter dated December 21, 2012

Via Email

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:

  • PPG's disclosure of a specified dollar value of Splitco Common Stock that tendering PPG security holders will receive in exchange for a dollar value of tendered PPG Common Stock (subject to an upper limit on the exchange ratio);
  • The Pricing Mechanism for determining the number of shares of Splitco Common Stock to be received in exchange for shares of PPG Common Stock is disclosed in the tender offer materials disseminated to security holders;
  • The Pricing Mechanism will remain constant throughout the duration of the Exchange Offer, and if there is a change in the Pricing Mechanism, the Exchange Offer will remain open for at least 10 business days thereafter;
  • PPG will provide a toll-free number that PPG security holders can use to obtain daily indicative exchange ratios and, after announcement of the final exchange ratio, the final exchange ratio (including whether the upper limit to the exchange ratio is in effect);
  • PPG will publish the final exchange ratio (including an announcement whether the upper limit on the exchange ratio is in effect) in a press release no later than 4:30 p.m., New York City time, on the final trading day — which is the date preceding the Expiration Date - of the Exchange Offer, and that information and the press release also will be included in an amendment to PPG’s Schedule TO on the same date setting forth the same information;
  • PPG will make available a notice of withdrawal in its printed materials and via a website, and also will disclose in the Prospectus the procedures for withdrawal;
  • The PPG Common Stock and Georgia Gulf Common Stock are listed on the NYSE;
  • PPG's view that the trading prices of the Georgia Gulf Common Stock prior to the Merger are an appropriate representation of the anticipated trading prices of Georgia Gulf Common Stock following the Merger; and
  • PPG discloses that it is seeking to buy up to a specified amount of PPG Common Stock, dependent upon the determination of the final exchange ratio and subject to certain terms and conditions being satisfied.

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

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 12/26/2012