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April 25, 2011
VIA EDGAR SUBMISSION
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Mr. Joseph McCann
Re: Thermon Group Holdings, Inc.
Registration Statement on Form S-1 (File No. 333-172007)
Ladies and Gentlemen:
On behalf of Thermon Group Holdings, Inc. (“Thermon”) and in connection with the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), we are writing to respond to the Staff’s letter dated April 21, 2011.
We refer to Thermon’s response to comment 4 contained in our letter to the Staff dated April 13, 2011. Thermon continues to believe that it is difficult to quantify in a useful way the effects of the expansion to its San Marcos, Texas facility because planning is still underway and the enhancements will impact multiple intermediate manufacturing steps, will vary significantly by product line and may involve the addition of product lines for products that are not currently manufactured by Thermon in that facility. Thermon believes that Mr. Alexander’s reference to a “doubling” of existing manufacturing capacity should be understood in this context and as a rough proxy for approximating the effects of the facility expansion. While Thermon believes that Mr. Alexander’s statement is accurate, Thermon respectfully submits that it does not meaningfully add to Thermon’s existing disclosure in the Registration Statement that the expansion will serve its capacity needs at the San Marcos location for at least five years based on its current business plan. Thermon respectfully submits that the existing disclosure is a more meaningful metric for investors to understand and is of greater assistance in appreciating, for example, the timing of additional capital expenditures that may need to be incurred by Thermon. Further, Thermon currently discloses that the facility expansion will provide it with the capabilities to consider additional product lines. Please see page 86 of the Registration Statement. It is these capabilities that would allow Thermon to manufacture products that are currently outsourced as referred to by Mr. Alexander, but Thermon respectfully submits that such additional detail is not necessary in light of its existing disclosure.
With respect to Mr. Alexander’s statement that Thermon is “beginning to bump-up against capacity issues,” that statement refers to potential constraints on Thermon’s ability to pursue “adjacent” opportunities, i.e., opportunities outside of its core businesses, such as commercial heat tracing (as
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