SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

        DIVISION OF
CORPORATION FINANCE

February 20 , 2020
Douglas L. Dethy
President
D.C. Capital Advisors, Ltd.
800 Third Avenue, 39th Floor
New York, New York 10022

 Re: Superior Industries International , Inc.
PRE C14A preliminary proxy statement filing made on Schedule 14A
Filed on February 19, 2020  by D.C. Capital Advisors, Ltd., et al.
  File No.  001-06615

Dear M r. Dethy ,

We have reviewed the above -captioned  filing , and have the following comments.   Some
of our comments may ask for additional information so that we may better understand the disclosure.

Please respond to this letter by amending the filing and/or by providing the requested
information.  After reviewing any amendment to the filing and any information provide d in rep ly to
these comments, we may have additional comments.   If you do not believe our comments apply to
your facts and circumstances, and/or do not believe an amendment is appropriate, please tell us why
in a written response.

Preliminary Proxy Statement filed on Schedule 14A

General

1. Please advise us when the participants anticipate distributing their proxy statement.  Given
that reliance on Rule 14a -5(c) is impermissible at any time before the registrant distributes its
proxy statement, the participants w ill accept all legal risk in connection with distributing the
initial definitive proxy statement without all required disclosures and should undertake to
subsequently provide any omitted information in a supplement in order to mitigate that risk.

Quorum; Broker Non -votes; Discretionary Voting, page 20

2. Inconsistent disclosures in this section suggest that the poss ibility remains that broker non -
votes could exist.  Please provide us with a brief legal analysis regarding the permissibility of
broker non -votes in the  instant contested solicitation, or revise to remove this inconsistency.
Additional Part icipant  Information, page 22
3. Please refer to the following sentence on page 22:  “Each participant in this solicitation
discl aims beneficial ownership of the shares of Common Stock that  he or it does not directly
own.”  Advise us of the legal basis upon which beneficial ownership could be disclaimed by
such persons.  Please refer to In re Coca Cola Co., Exchange Act Release No. 13,655 (June
21, 1 977); and In re Douglas Kass, Exchange Act Release No. 31,046 (August 17, 1992).

Douglas L. Dethy
D.C. Capital Advisors, Ltd.
February 20 , 2020
Page 2

Form of Proxy

4. Please refer to the  following statement:  “There is no assurance that any of the candidates
who have been nominated by the Company will ser ve as directors if our Nominees are
elected. ”  Please revise to conform to the fact that the participants have only nominated one
director  candidate .

  We remi nd you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or inaction by the staff.

  You may contact me at (202) 551 -3266 with any questions.

Sincerely,

        /s/ Nicholas P. Panos

Nicholas P. Pano s
Senior Special Counsel
Office of Mergers & Acquisitions

cc: Elizabeth Gonzalez -Sussman , Esq.