SEC Comment Letter for Cooper-Standard Holdings Inc. (CPS) (CIK 0001320461) (CPS) — Nov 9, 2010
Cooper-Standard Holdings Inc. (CPS) (CIK 0001320461)
Date: Nov. 9, 2010 · CIK: 0001320461 · Accession: 0000000000-10-067027
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-168316
Referenced dates: August 25, 2010
Letter
November 9, 2010 VIA U.S. MAIL Timothy W. Hefferon, Esq. Vice President, General Counsel, and Secretary Cooper-Standard Holdings, Inc. 39550 Orchard Hill Place Drive Novi, MI 48375 Re: Cooper-Standard Holdings, Inc. Amendment No. 1 Registrati on Statement on Form S-1 Filed November 2, 2010 File No. 333-168316
Dear Mr. Hefferon: We have reviewed your responses to our comment letter dated August 25, 2010 and have the following additional comments. Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Combined Quarterly Financial Results of the Predecessor and Successor, page 46
1. With respect to fresh start accounting, it is generally not appropriate to include a discussion of operating results on a combined basis for the pre- and post- fresh start accounting periods . Please revise your disclosures accordingly.
Exhibit 5.1
2. We note your response to our prior comment 2. Counsel’s opinion does not appear to cover all of the shares of preferred stoc k or common stock issuable upon conversion of the preferred stock that are included in th e fee table. Please revise or advise.
Timothy W. Hefferon, Esq. Cooper-Standard Holdings, Inc. November 9, 2010 Page 2 You may contact Juan Migone at (202) 551-3312 or Da ve Humphrey, Accounting Branch Chief at (202) 551-3211 if you have que stions regarding comments on the financial statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at (202) 551-3469 with any other questions. Sincerely,
J u s t i n T . D o b b i e S p e c i a l C o u n s e l cc: Via facsimile (212) 859-4000 Daniel J. Bursky, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP
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November 9, 2010
VIA U.S. MAIL
Timothy W. Hefferon, Esq. Vice President, General Counsel, and Secretary
Cooper-Standard Holdings, Inc. 39550 Orchard Hill Place Drive Novi, MI 48375
Re: Cooper-Standard Holdings, Inc.
Amendment No. 1 Registrati on Statement on Form S-1
Filed November 2, 2010
File No. 333-168316
Dear Mr. Hefferon:
We have reviewed your responses to our comment letter dated August 25, 2010 and have
the following additional comments. Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Combined Quarterly Financial Results of the Predecessor and Successor, page 46
1. With respect to fresh start accounting, it is generally not appropriate to include a discussion
of operating results on a combined basis for the pre- and post- fresh start accounting periods .
Please revise your disclosures accordingly.
Exhibit 5.1
2. We note your response to our prior comment 2. Counsel’s opinion does not appear to
cover all of the shares of preferred stoc k or common stock issuable upon conversion of
the preferred stock that are included in th e fee table. Please revise or advise.
Timothy W. Hefferon, Esq.
Cooper-Standard Holdings, Inc. November 9, 2010 Page 2
You may contact Juan Migone at (202) 551-3312 or Da ve Humphrey, Accounting
Branch Chief at (202) 551-3211 if you have que stions regarding comments on the financial
statements and related matters. Please contact J. Nolan McWilliams at (202) 551-3217 or me at
(202) 551-3469 with any other questions.
Sincerely,
J u s t i n T . D o b b i e S p e c i a l C o u n s e l cc: Via facsimile (212) 859-4000 Daniel J. Bursky, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP