SEC Comment Letter for ASBURY AUTOMOTIVE GROUP INC (ABG) (CIK 0001144980) (ABG) — Aug 7, 2013
ASBURY AUTOMOTIVE GROUP INC (ABG) (CIK 0001144980)
Date: Aug. 7, 2013 · CIK: 0001144980 · Accession: 0000000000-13-043408
AI Filing Summary & Sentiment
File numbers found in text: 333-189531
Referenced dates: July 18, 2013
Letter
August 7 , 2013 Via E -mail George A. Villasana Vice President, General Counsel and Secretary Asbury Automotive Group, Inc. 2905 Premiere Parkway NW , Suite 300 Duluth, Georgia 30097
Re: Asbury Automotive Group, Inc. Pre-effective Amendment No. 1 to Registration Statement on Form S-4 Filed July 26 , 2013 File No. 333-189531
Dear Mr. Villasana :
We have limited our review of your amended 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 informa tion. 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 response to comment one in our letter dated July 18, 2013 , as well as your disclosure in your Form 10 -Q for the fiscal period ended June 30, 2013 that “Asbury Automotive Group, Inc. is a holding company with no material independent assets or operations [emphasis added].” However, Note 1 of Rule 3 -10(f) requires disclosure, if true, that the “parent company has no independent assets or operations [emphasis added].” Please advise or revise accordingly.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be cer tain that the filing includes the information the Securities Act of 193 3 and 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 made.
George A. Villasana Asbury Automotive Group, Inc. August 7 , 2013 Page 2
You may contact Jacqueline Kaufman, Staff Attorney, at (202) 551 -3797, Lilyanna Peyser , Special Counsel , at (202) 551 -3222 , or me at (202) 551 -3720 with any other questions.
Sincerely,
/s/ Lilyanna L. P eyser for
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August 7 , 2013 Via E -mail George A. Villasana Vice President, General Counsel and Secretary Asbury Automotive Group, Inc. 2905 Premiere Parkway NW , Suite 300 Duluth, Georgia 30097 Re: Asbury Automotive Group, Inc. Pre-effective Amendment No. 1 to Registration Statement on Form S-4 Filed July 26 , 2013 File No. 333-189531 Dear Mr. Villasana : We have limited our review of your amended 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 informa tion. 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 response to comment one in our letter dated July 18, 2013 , as well as your disclosure in your Form 10 -Q for the fiscal period ended June 30, 2013 that “Asbury Automotive Group, Inc. is a holding company with no material independent assets or operations [emphasis added].” However, Note 1 of Rule 3 -10(f) requires disclosure, if true, that the “parent company has no independent assets or operations [emphasis added].” Please advise or revise accordingly. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be cer tain that the filing includes the information the Securities Act of 193 3 and 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 made. George A. Villasana Asbury Automotive Group, Inc. August 7 , 2013 Page 2 You may contact Jacqueline Kaufman, Staff Attorney, at (202) 551 -3797, Lilyanna Peyser , Special Counsel , at (202) 551 -3222 , or me at (202) 551 -3720 with any other questions. Sincerely, /s/ Lilyanna L. P eyser for Mara L. Ransom Assistant Director cc: Joel T. May Neil Simon Jones Day