SEC Comment Letter for CBRE GROUP, INC. (CBRE) (CIK 0001138118) (CBRE) — Dec 17, 2010
CBRE GROUP, INC. (CBRE) (CIK 0001138118)
Date: Dec. 17, 2010 · CIK: 0001138118 · Accession: 0000000000-10-075835
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-170974
Letter
December 17, 2010
Laurence H. Midler Executive Vice President, Gene ral Counsel and Secretary CB Richard Ellis Group, Inc. 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California 90025 Re: CB Richard Ellis Group, Inc. Registration Statement on Form S-4 Filed December 3, 2010 File No. 333-170974 Dear Mr. Midler: We have limited our review of your registra tion 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 be tter understand your disclosure. Please respond to this letter by am ending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believ e 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 th ese comments, we may have additional comments. 1. We note that you have requested confidential treatment of portions of a material agreement filed with the Commission. Pl ease be advised that comments, if any, to this confidential treatment request will be forthcoming in a separate letter. If we issue any comments to the confidentia l treatment request, we will act upon any request for acceleration of the effective date of the Form S-4 and, pursuant to delegated authority, grant acceleration of the effective date only after you have complied with our comments. 2. Please include a description of the tax consequences a ssociated with your REIT status and file a tax opinion as an exhibit to the registration statement or advise us why such revision and filing is not required. It appears that the tax consequences would be material to inve stors. Refer to Item 601(b)(8) of Regulation S-K. 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 Securities
Laurence H. Midler CB Richard Ellis Group, Inc. December 17, 2010 Page 2 Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent you request acceleration of the effective date of the pending registration st atement please provide a written statement from the company acknowledging that:
• should the Commission or the staff, acting pursuant 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 disclo sure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regard ing requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securi ties specified in the above registration statement. Please allo w adequate time for us to review any amendment prior to the requested effective da te of the registration statement. Please contact Jerard T. Gibson, Staff Atto rney, at (202) 551-3473 or me at (202) 551-3655 with any questions. S i n c e r e l y , S o n i a G . B a r r o s S p e c i a l C o u n s e l cc: William B. Brentani Simpson Thacher & Bartlett LLP (via facsimile)
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December 17, 2010 Laurence H. Midler Executive Vice President, Gene ral Counsel and Secretary CB Richard Ellis Group, Inc. 11150 Santa Monica Boulevard, Suite 1600 Los Angeles, California 90025 Re: CB Richard Ellis Group, Inc. Registration Statement on Form S-4 Filed December 3, 2010 File No. 333-170974 Dear Mr. Midler: We have limited our review of your registra tion 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 be tter understand your disclosure. Please respond to this letter by am ending your registration statement and providing the requested information. Where you do not believe our comments apply to your facts and circumstances or do not believ e 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 th ese comments, we may have additional comments. 1. We note that you have requested confidential treatment of portions of a material agreement filed with the Commission. Pl ease be advised that comments, if any, to this confidential treatment request will be forthcoming in a separate letter. If we issue any comments to the confidentia l treatment request, we will act upon any request for acceleration of the effective date of the Form S-4 and, pursuant to delegated authority, grant acceleration of the effective date only after you have complied with our comments. 2. Please include a description of the tax consequences a ssociated with your REIT status and file a tax opinion as an exhibit to the registration statement or advise us why such revision and filing is not required. It appears that the tax consequences would be material to inve stors. Refer to Item 601(b)(8) of Regulation S-K. 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 Securities Laurence H. Midler CB Richard Ellis Group, Inc. December 17, 2010 Page 2 Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the ev ent you request acceleration of the effective date of the pending registration st atement please provide a written statement from the company acknowledging that: • should the Commission or the staff, acting pursuant 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 disclo sure in the filing; and • the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regard ing requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securi ties specified in the above registration statement. Please allo w adequate time for us to review any amendment prior to the requested effective da te of the registration statement. Please contact Jerard T. Gibson, Staff Atto rney, at (202) 551-3473 or me at (202) 551-3655 with any questions. S i n c e r e l y , S o n i a G . B a r r o s S p e c i a l C o u n s e l cc: William B. Brentani Simpson Thacher & Bartlett LLP (via facsimile)