SEC Comment Letter for Commercial Vehicle Group, Inc. (CVGI) (CIK 0001290900) (CVGI) — Dec 22, 2015
Commercial Vehicle Group, Inc. (CVGI) (CIK 0001290900)
Date: Dec. 22, 2015 · CIK: 0001290900 · Accession: 0000000000-15-059197
AI Filing Summary & Sentiment
Reasoning
Letter
Mailstop 4628 December 22 , 2015 Via E -mail Richard P. Lavin President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, Ohio 43054
Re: Commercial Vehicle Group, Inc. Form 10 -K for the Fiscal Year Ended December 31, 2014 Filed March 16 , 2015 File No. 1 -34365
Dear Mr. Lavin :
We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments, we ask you to provide us with informati on so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your fact s and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
General
1. You state on page 69 that in 2014, A.B. Volvo and Daimler Trucks accounted for 19% and 15%, respect ively, of your consolidated revenues. We are aware of publicly available informatio n indicating that Volvo and Daimler vehicles are manufactured, assembled and/or sold in Sudan and/or Syria, countries which are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and expor t controls. You do not include disclosure about any contacts with Sudan or Syria. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan and Syria, whether through direct or indirect arrangements . Your response should describe any products, tec hnology and services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you ha ve had with th e governments of Sudan and Syria or entities they control.
Richard P. Lavin Commercial Vehicle Group, Inc. December 22 , 2015 Page 2
2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim perio d. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various sta te and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.
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 Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated b y the Commission or any person under the federal securities laws of the United States.
You may contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551-3470 if you have any questions about the comments or our review.
Sincerely,
/s/ Cecilia Blye
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Mailstop 4628 December 22 , 2015 Via E -mail Richard P. Lavin President and Chief Executive Officer Commercial Vehicle Group, Inc. 7800 Walton Parkway New Albany, Ohio 43054 Re: Commercial Vehicle Group, Inc. Form 10 -K for the Fiscal Year Ended December 31, 2014 Filed March 16 , 2015 File No. 1 -34365 Dear Mr. Lavin : We have limited our review of your filing to your contacts with countries that have been identified as state sponsors of terrorism, and we have the following comments. Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues. In our comments, we ask you to provide us with informati on so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your fact s and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. General 1. You state on page 69 that in 2014, A.B. Volvo and Daimler Trucks accounted for 19% and 15%, respect ively, of your consolidated revenues. We are aware of publicly available informatio n indicating that Volvo and Daimler vehicles are manufactured, assembled and/or sold in Sudan and/or Syria, countries which are designated as state sponsors of terrorism by the State Department and are subject to U.S. economic sanctions and expor t controls. You do not include disclosure about any contacts with Sudan or Syria. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan and Syria, whether through direct or indirect arrangements . Your response should describe any products, tec hnology and services you have provided into Sudan and Syria, directly or indirectly, and any agreements, arrangements or other contacts you ha ve had with th e governments of Sudan and Syria or entities they control. Richard P. Lavin Commercial Vehicle Group, Inc. December 22 , 2015 Page 2 2. Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether the contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any revenues, assets and liabilities associated with Sudan and Syria for the last three fiscal years and the subsequent interim perio d. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various sta te and municipal governments, universities and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria. 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 Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated b y the Commission or any person under the federal securities laws of the United States. You may contact Pradip Bhaumik, Special Counsel, at (202) 551 -3333 or me at (202) 551-3470 if you have any questions about the comments or our review. Sincerely, /s/ Cecilia Blye Cecilia Blye, Chief Office of Global Security Risk cc: Anne Nguyen Parker Assistant Director Division of Corporation Finan ce