North American Construction Group Ltd.

Regulatory Filings • Nov 8, 2006

CORRESP 1 filename1.htm corresp PAGEBREAK

November 7, 2006

United States Securities and Exchange Commission 100 F Street, N.E., Mail Stop 7010 Washington, D.C. 20549

Attention: Donna Levy

Re: NACG Holdings Inc. Amendment No. 4 to Form F-1 Filed November 3, 2006 File No. 333-135943 North American Energy Partners Inc. Form 20-F, as amended, for fiscal year ending March 31, 2005 Filed November 25, 2005 Form 20-F, as amended, for fiscal year ending March 31, 2006 Filed August 30, 2006 File No. 333-111356

Ladies and Gentlemen:

On behalf of the above-referenced Registrants, we have filed through EDGAR Amendment No. 5 (“Amendment No. 5”) to the above-referenced Registration Statement (the “Registration Statement”). Amendment No. 5 reflects all changes made to the Registration Statement.

In this letter, we set forth responses to the comments and requests for additional information contained in the letter from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated November 7, 2006, with respect to the above-referenced filings. For your convenience, we have repeated in bold type the comments and requests for additional information exactly as set forth in the November 7 comment letter. The Registrant’s response to each comment or request is set forth immediately below the text of the applicable comment or request.

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United States Securities and Exchange Commission November 7, 2006 Page 2

Amendment No. 4 to Form F-1

General

1.
Response: The Registrant notes the Staff’s comment.

Principal and Selling Shareholders, page 117

2.
Response: The Registrant has added the requested disclosure on page 119 of Amendment No. 5.

Underwriting, page 134

General

| 3. |
| --- |
| Response: The Registrant has revised its disclosure on page 136 to state that one of the
conditions to the obligations of the underwriters is that there is no material adverse
change in its business. |

Exhibit 5.1

4. Please refile the opinion of counsel, as the last page is missing from the exhibit.

Response: The Registrant has refiled with Amendment No. 5 the opinion of Borden Ladner Gervais LLP as Exhibit 5.1.

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United States Securities and Exchange Commission November 7, 2006 Page 3

Form 20-F/As of North American Energy Partners Inc. for the fiscal years ended March 31, 2005 and 2006

Controls and Procedures, page 61

| 5. |
| --- |
| Response: The Registrant confirms that it will file a fourth amendment to the Form 20-F for
the fiscal year ended March 31, 2005 (the “2005 Form 20-F”) within 10 business days of the
Staff’s letter dated November 7, 2006 to state whether it has any significant weaknesses
under the standards of the Public Company Accounting Oversight Board. The Registrant will
also file a third amendment to its Form 20-F for the fiscal year ended March 31, 2006 (the
“2006 Form 20-F”) to address the same comment. |

| 6. |
| --- |
| Response: The Registrant confirms that it will revise the disclosure in the amendments to
the 2005 Form 20-F and the 2006 Form 20-F to indicate that it has
in-house Canadian GAAP reporting expertise and a working knowledge of
U.S. GAAP that it supplements with outside expertise. |

| 7. |
| --- |
| Response: The Registrant confirms that it will revise the disclosure in amendments to the
2005 Form 20-F and the 2006 Form 20-F to provide an evaluation of the changes made to its
internal control over financial reporting that occurred during the last fiscal year, as
required by Rule 15d-15(d) of the Securities Exchange Act of 1934. |

To assist the Staff in its review of Amendment No. 5, courtesy packages containing a copy of Amendment No. 5 and this letter are being delivered to each individual shown as a carbon copy recipient of the Staff’s comment letter.

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United States Securities and Exchange Commission November 7, 2006 Page 4

If any member of the Commission’s Staff has any questions regarding the foregoing, or desires further information or clarification in connection therewith, or with respect to any other revisions to Amendment No. 5, please contact the undersigned at 713-221-1306 or Troy L. Harder at 713-221-1456.

Very truly yours,
Bracewell & Giuliani LLP
/s/ Gary W. Orloff
Gary W. Orloff

GWO/pd Enclosures

cc:
Mr. Kris F. Heinzelman Cravath, Swaine & Moore LLP
Mr. Troy L. Harder Bracewell & Giuliani LLP

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