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Published on July 17, 2013
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
July 17, 2013
VIA EDGAR
Pamela Long
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Re: | The Hillman Companies, Inc. and The Hillman Group, Inc. |
Amendment No. 1 to the Registration Statement on Form S-4/A
Filed July 2, 2013
File No: 333-188869
Dear Ms. Long:
On behalf of The Hillman Companies, Inc. (Hillman Companies) and The Hillman Group, Inc. (Hillman Group and, together with Hillman Companies, the Company), we hereby submit in electronic form for filing, in response to oral comments received July 15, 2013 from the staff (the Staff) of the Securities and Exchange Commission (the Commission) concerning the Companys Amendment No. 1 to the Registration Statement on Form S-4/A filed on July 2, 2013 (the Registration Statement), an exhibits-only Amendment No. 2 to the Registration Statement, attaching as an exhibit thereto the Fifth Supplemental Indenture, dated as of July 16, 2013, to the Companys Indenture, dated as of May 28, 2010, by and among Hillman Group, each of the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee.
In connection with responding to the Staffs oral comments, the Company acknowledges that:
| | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| | Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| | The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
The Company further understands that the Division of Enforcement has access to all information that the Company provides to the Staff of the Division of Corporation Finance in your review of the Companys filing or in response to the Staffs comments on the Companys filing.
Pamela Long, Assistant Director
Division of Corporation Finance
July 17, 2013
Page 2
If you have any questions or additional comments concerning the foregoing, please contact the undersigned at (212) 373-3025 or jkennedy@paulweiss.com.
| Sincerely, |
| /s/ John C. Kennedy |
| John C. Kennedy, Esq. |
| cc: | Douglas D. Roberts, Esq. |
General Counsel and Secretary
The Hillman Companies, Inc.
The Hillman Group, Inc.