SPECTRUM BRANDS, INC.
3001 Deming Way
Middleton, Wisconsin 53562
January 5, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Judiciary Plaza
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Registration Statement on Form S-4 |
(File No. 333-207068)
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Spectrum Brands, Inc., a Delaware corporation (the “Company”) and certain of the Company’s affiliates (together with the Company, the “Registrants”), hereby request that the effective date of the above-captioned Registration Statement on Form S-4 (the “Registration Statement”) be accelerated to January 7, 2016 at 10:00 a.m. Eastern time or as soon thereafter as may be practicable.
Each of the Registrants hereby acknowledges that:
| • | should the U.S. Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrants may not assert Staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| U.S. Securities and Exchange Commission | 2 |
We understand that the Staff will consider this request as confirmation by each of the Registrants of its awareness of its responsibilities under the federal securities laws of the United States as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Raphael M. Russo or Evan J. Cappelli of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3309 or (212) 373-3375, respectively.
| Sincerely,
Spectrum Brands, Inc. AA Group (U.S.) – A LLC AA Group (U.S.) – B LLC Applica Mexico Holdings, Inc. Armored Autogroup Inc. Armored Autogroup Sales Inc. National Manufacturing Mexico A LLC National Manufacturing Mexico B LLC National Openings, LLC ROV Holding, Inc. ROV International Holdings LLC Salix Animal Health, LLC SB/RH Holdings, LLC Schultz Company STP Products Manufacturing Company The Armor All/STP Products Company United Industries Corporation | ||
| By: |
/s/ Nathan E. Fagre | |
| Name: |
Nathan E. Fagre | |
| Title: |
Senior Vice President, Vice President, Corporate Secretary, Secretary and/or Assistant Secretary of the Registrants, as applicable. | |
| cc: | Raphael M. Russo, Esq. |
Paul, Weiss, Rifkind, Wharton & Garrison LLP