RegAlert2007-09-11
Added · Updated
SEC Division of Corporation Finance no-action letter: Pregis Corporation
The SEC Staff agrees that Section 314(d) of the Trust Indenture Act of 1939 is inapplicable to Pregis Corporation's indenture for its Second Priority Senior Secured Floating Rate Notes, provided no default exists. This determination applies because the notes are secured by external agreements, decisions regarding collateral maintenance or release are made by first priority lenders rather than the indenture trustee, and the trustee and noteholders lack control over these decisions. Additionally, the collateral securing the notes also secures other senior debt.
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Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004-1980
Tel: +1.212.859.8000
Fax: +1.212.859.4000 www.friedfrank.com
Section 314( d) ofthe Trust
Indenture Act of 1939
September 11, 2007
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jonathan A. Ingram
Re: Request for Interpretation of Section 314(d) ofthe Trust Indenture Act of 1939 Ladies and Gentlemen:
On behalf of Pregis Corporation, a Delaware corporation ("Pregis"), we hereby request that the Staff ofthe Securities and Exchange Commission (the "Commission") issue an interpretative letter under the Trust Indenture Act of 1939 (the "Act") concurring with our opinion that Section 314(d) ofthe Act is inapplicable to Pregis's indenture described below, so long as no default has occurred or is continuing under the indenture, because (1) notes issued under the indenture are secured pursuant to agreements that are extemal to the indenture, (2) decisions regarding whether collateral is maintained or released are made by a party other than the indenture trustee, (3) neither the indenture trustee nor the holders of the indenture securities have any control over these decisions, and ( 4) the collateral securing the indenture securities also secures other debt.
I. BACKGROUND
A. Description of Pregis' Business
Pregis and its subsidiaries (together, the "Company") constitute an intemational manufacturer, marketer and supplier of protective packaging products. The Company's product offering includes protective packaging, flexible barrier packaging, rigid packaging and hospital supplies. The Company serves a diversified range of end-markets including general industrial, foodservice, electronics, medical, fumiture, consumer products, building products, agricultural, '' retail and other specialty industries. The Company currently operates 45 facilities in 18 countries New York • Washington DC • London • Paris • Frankfurt Fried, Frank, Harris. Shriver & Jacobson LLP is a Delaware Limited Liability Partnership ffny03\weigu\682694.4 I
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