SEC Comment Letter for COVENANT LOGISTICS GROUP, INC. (CVLG) (CIK 0000928658) (CVLG) — Oct 16, 2014
COVENANT LOGISTICS GROUP, INC. (CVLG) (CIK 0000928658)
Date: Oct. 16, 2014 · CIK: 0000928658 · Accession: 0000000000-14-051670
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-198975
Letter
October 16 , 2014 Via E -mail David R. Parker Chief Executive Officer Covenant Transportation Group, Inc. 400 Birmingham Highway Chattanooga, TN 37419
Re: Covenant Transportation Group, Inc. Registration Statement on Form S-3 Filed September 26, 2014 File No. 333-198975
Dear Mr. Parker :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments.
General
1. We note your disclosure on page 17 that you or one or more of your subsidiaries may guarantee payment obligations under any series of debt securities. However, you have not identified any of your subsidiaries as registrant guarantors or registered the guarantees as a separate security in the registration statement fee table. Please advise or revise the disclosure accordingly.
Exhibits
2. Please file the form of indenture and legality opinion prior to effective ness. Please allow sufficient time for staff review as we may have comments upon review .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Secu rities Act of 193 3 and
David R. Parker Covenant Transportation Group, Inc. October 16 , 2014 Page 2
all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have mad e.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3217 with any questions .
Sincerely,
/s/ J. Nolan McWilliams
Show Raw Text
October 16 , 2014 Via E -mail David R. Parker Chief Executive Officer Covenant Transportation Group, Inc. 400 Birmingham Highway Chattanooga, TN 37419 Re: Covenant Transportation Group, Inc. Registration Statement on Form S-3 Filed September 26, 2014 File No. 333-198975 Dear Mr. Parker : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments. General 1. We note your disclosure on page 17 that you or one or more of your subsidiaries may guarantee payment obligations under any series of debt securities. However, you have not identified any of your subsidiaries as registrant guarantors or registered the guarantees as a separate security in the registration statement fee table. Please advise or revise the disclosure accordingly. Exhibits 2. Please file the form of indenture and legality opinion prior to effective ness. Please allow sufficient time for staff review as we may have comments upon review . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Secu rities Act of 193 3 and David R. Parker Covenant Transportation Group, Inc. October 16 , 2014 Page 2 all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have mad e. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursua nt to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3217 with any questions . Sincerely, /s/ J. Nolan McWilliams J. Nolan McWilliams Attorney -Advisor cc: Via E -mail Mark A. Scudder, Esq. Heidi Hornung -Scherr, Esq.