October 8, 2019

Ralph Nicoletti
Senior Vice President and Chief Financial Officer
CPG Newco LLC
1330 W. Fulton Street #350
Chicago, IL 60607

       Re: CPG Newco LLC
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Filed September 20, 2019
           CIK No. 1782754

Dear Mr. Nicoletti:

      We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1 filed September 20,
2019

Our Sponsors, page 12

1.     We note your response to comment one in our letter dated September 4,
2019. Please
       revise to disclose how you will determine the number of Class A and
Class B common
       shares to be issued to your Sponsors. Also, please explain why your
Sponsors will receive
       different classes of common stock and clarify that the corporate
conversion will not
       impact your Sponsors current economic interests.
Risk Factors
Our Certificate of Incorporation, which will be in effect, page 45

2.     We note your response to comment five in our letter dated September 4,
2019. You have
 Ralph Nicoletti
FirstName LastNameRalph Nicoletti
CPG Newco LLC
Comapany 2019
October 8, NameCPG Newco LLC
October 8, 2019 Page 2
Page 2
FirstName LastName
         identified federal district courts of the United States as the
exclusive forum for claims
         arising under the Securities Act. Please revise your prospectus to
state that there is
         uncertainty as to whether a court would enforce such provision.
Selected Consolidated Financial Data
Non-GAAP Financial Measures, page 64

3.       We note your response to comment seven in our letter dated September
4, 2019, including
         the additional disclosures you provided. Please more fully address the
following:

              Reconcile the inventory write-off during the year ended September
30, 2017
              disclosed here with the amount disclosed in Note 4 to your
financial statements.

              Explain why you believe inventory revaluations/write-offs,
consulting costs,
              compensation costs, recall costs, and warranty costs are not
normal recurring costs
              related to your business.

              With the exception of the tax benefit you recorded as a result of
the tax act during the
              year ended September 30, 2018, it is not clear to us why your
non-GAAP financial
              measures only include adjustments for items that negatively
impact your operating
              results. For example, you adjust your non-GAAP financial measures
for acquisition
              costs and legal settlements but not for the positive impact of
directly related items,
              including the change in the fair value of contingent
consideration disclosed on page
              F-16 and the reversal of a legal settlement disclosed on page
F-37, both of which also
              occurred during the year ended September 30, 2018.

              Explain why you believe the tax impact of adjustments you use to
determine adjusted
              net income for the year ended September 30, 2018 is reasonable.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies, Estimates and Assumptions
Goodwill, page 82

4.       We note your responses to comments 11 and 12 in our letter dated
September 4, 2019.
         Based on the materiality of goodwill to your consolidated financial
statements, please
         revise your filing to more fully address the following:

              For reporting units for which you determined that estimated fair
values substantially
              exceeded carrying values, state that fact.

              For the reporting unit for which you determined that the
estimated fair value did not
              substantially exceed carrying value: identify the reporting unit;
disclose the amount
              of goodwill allocated to the reporting unit; disclose the
percentage by which
              estimated fair value exceeded carrying value; disclose the key
assumptions used to
              determine fair value and how they were determined; discuss the
degree of uncertainty
 Ralph Nicoletti
CPG Newco LLC
October 8, 2019
Page 3
              associated with the key assumptions; and describe the potential
events and/or changes
              in circumstances that could reasonably be expected to negatively
affect the key
              assumptions.

              Explain the facts and circumstances that resulted in the change
in reporting units in
              the Commercial reportable segment, including the number and
nature of reporting
              units before and after the change and whether you performed an
impairment analysis
              before and after the change. Refer to ASC 350-20-35-45.
Consolidated Financial Statements
Consolidated Balance Sheets, page F-3

5.       We note your response to comment three in our letter dated September
4, 2019; however,
         to the extent the tax receivable agreement will result in a material
reduction to historical
         equity, please be advised that we continue to believe you should
include a pro forma
         balance sheet, presented alongside your most recent historical balance
sheet, to give effect
         to the change in your historical capitalization that will negatively
impact IPO investors.
3. Acquisitions, page F-16

6.       We note your response to comment 13 in our letter dated September 4,
2019. Please
         provide us your calculation of the average pre-tax income for the last
five fiscal years that
         you used to determine significance under the income test. We note your
current reference
         to "absolute value". Please be advised that to compute average pre-tax
income under the
         significance test for income, loss years should be omitted for
purposes of computing
         average income not included at absolute value. Please refer to Rule
1-02(w)(3) item 2,
         Computational Note 1.
        You may contact Ernest Greene at (202) 551-3733 or Anne McConnell at
(202) 551-3709
if you have questions regarding comments on the financial statements and
related
matters. Please contact Sherry Haywood at (202) 551-3345 or Asia Timmons-Pierce
at (202)
551-3754 with any other questions.



FirstName LastNameRalph Nicoletti                               Sincerely,
Comapany NameCPG Newco LLC
                                                                Division of
Corporation Finance
October 8, 2019 Page 3                                          Office of
Manufacturing
FirstName LastName