BlueLinx Holdings Inc.

Regulatory Filings • Aug 24, 2011

CORRESP 1 filename1.htm corresp PAGEBREAK

DAVID W. GHEGAN	TROUTMAN SANDERS LLP
404.885.3139 telephone	Attorneys at Law
404.962.6599 facsimile	Bank of America Plaza
david.ghegan@troutmansanders.com	600 Peachtree Street, NE, Suite 5200
	Atlanta, GA 30308-2216
	404.885.3000 telephone
	troutmansanders.com

August 24, 2011

VIA EDGAR

United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549

Attention: Pamela A. Long, Assistant Director

Re: BlueLinx Holdings Inc. Registration Statement on Form S-3 Filed: August 5, 2011 File No.: 333-176131

Dear Ms. Long:

This letter is being submitted in response to the comments provided by the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) set forth in the Staff’s letter dated August 22, 2011 (the “Comment Letter”) with respect to the above-referenced Registration Statement on Form S-3 (File No. 333-176131), filed by BlueLinx Holdings Inc. (the “Company”). We are authorized by the Company to provide the responses contained in this letter on its behalf. The Company has also filed today, Pre-effective Amendment No. 1 to the Form S-3 (the “Amended S-3”) that reflects the responses provided below. The terms “we,” “us,” and “our” in the responses refer to the Company.

For your convenience, we have set forth each comment from the Comment Letter in bold typeface and have included the Company’s response below it. The numbered paragraphs in this letter correspond to the numbered paragraphs of the Comment Letter.

Selling Stockholders, page 10

1. Please revise your disclosure to identify the natural person or persons who exercise voting or investment control over the securities held by the selling stockholders. See Question 140.02 of the Division of Corporation Finance’s Regulation S-K

ATLANTA CHICAGO HONG KONG LONDON NEW YORK NEWARK NORFOLK ORANGE COUNTY PORTLAND RALEIGH RICHMOND SAN DIEGO SHANGHAI TYSONS CORNER VIRGINIA BEACH WASHINGTON, DC

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United States Securities and Exchange Commission August 24, 2011 Page 2

| Compliance and Disclosure Interpretations, which are available on our website at
http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm. |
| --- |
| Response |
| In response to the Staff’s comment, we have included a footnote to the table under the
caption “Selling Stockholders” in the Amended S-3 setting forth the natural persons who
exercise voting or investment control over the securities held by the selling stockholders. |

1. Please disclose whether the selling stockholders are broker-dealers or affiliates of broker-dealers.

| • | For each selling stockholder that is a broker-dealer, the prospectus should
state that the stockholder is an underwriter. |
| --- | --- |
| • | For each selling stockholder that is an affiliate of a broker-dealer, the
prospectus should state that (a) the stockholder purchased in the ordinary course of
business and (b) at the time of the purchase of the securities to be resold, the
selling stockholder had no agreements or understandings, directly or indirectly, with
any person to distribute the securities. However, if the selling stockholder cannot
provide these representations, then the prospectus should state that the security
holder is an underwriter. |

| Notwithstanding the foregoing, broker-dealers and their affiliates who received their
securities as compensation for underwriting activities need not be identified as
underwriters. |
| --- |
| Response |
| We have confirmed that none of the selling stockholders identified in the Amended S-3 are
broker-dealers or affiliates of broker-dealers and have included a statement to such effect
in the Amended S-3. |

1. Please disclose, for each selling stockholder, the date(s) upon which they exercised their rights for common stock and the purchase price they paid when they exercised those rights.

Response
In response to the Staff’s comment, we have included a footnote to the table under the
caption “Selling Stockholders” in the Amended S-3 setting forth the date on which the

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United States Securities and Exchange Commission August 24, 2011 Page 3

selling stockholders exercised their subscription rights and the exercise price paid in connection therewith.

Signatures, page II-7

| 4. |
| --- |
| Response |
| The signature block for the Amended S-3 has been revised to include the required
certification with respect to the Company’s belief that it has reasonable grounds to meet
the requirements for filing on Form S-3. |

Legal Opinion, Exhibit 5.1

| 5. |
| --- |
| Response |
| As counsel to the Company, we concur with the Staff’s understanding that our reference to
Delaware General Corporation Law also means all Delaware statutes and Delaware court
decisions that affect the interpretation of the General Corporation Law. We have revised
the language in the legal opinion filed as Exhibit 5.1 to the Amended S-3 to clarify the
scope of the opinion. |

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United States Securities and Exchange Commission August 24, 2011 Page 4

| 6. | Please have counsel revise its opinion to include its consent to being named in the
registration statement. See Rule 436(b) of the Securities Act of 1933. |
| --- | --- |
| | Response |
| | The revised legal opinion filed as Exhibit 5.1 to the Amended S-3 includes counsel’s consent
to being named under the heading “Legal Matters” in the prospectus forming part of the
Amended S-3. |
| 7. | Please have counsel delete the phrase in the last sentence of the legal opinion “may not
relied upon, furnished or quoted by you for any other purpose without our prior written
consent.” Investors should be able to rely on the opinion. |
| | Response |
| | Counsel has deleted the phrase from the last sentence of the legal opinion as requested by
the Staff. |

---

We appreciate the assistance the Staff has provided with its comments. Please direct any further questions or comments you may have regarding the Registration Statement or the Amended S-3 to me at (404) 885-3139.

Sincerely,
/s/ David W. Ghegan
David W. Ghegan

cc: Sara E. Epstein, Senior Counsel, BlueLinx Holdings Inc.

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