SEC Company Response from Cooper-Standard Holdings Inc. (CPS) (CIK 0001320461) (CPS) — Aug 12, 2013
Cooper-Standard Holdings Inc. (CPS) (CIK 0001320461)
Date: Aug. 12, 2013 · CIK: 0001320461 · Accession: 0001193125-13-331079
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-189981
Referenced dates: August 8, 2013
Letter
SEC Response Letter
SIDLEY AUSTIN LLP
ONE SOUTH DEARBORN STREET
CHICAGO, IL 60603
(312) 853
(312) 853 7036 FAX
BEIJING
BOSTON
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG KONG
HOUSTON
LONDON
LOS ANGELES
NEW YORK
PALO ALTO
SAN FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON, D.C.
FOUNDED 1866
August 12, 2013
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: J. Nolan McWilliams
Loan Lauren P. Nguyen
Re: Cooper-Standard Holdings Inc.
Registration Statement on Form S-3
Filed July 16, 2013
File No. 333-189981
Ladies and Gentlemen:
On behalf of Cooper-Standard Holdings Inc. (the “Company”), we are writing in response to the comment contained in the Staff’s comment letter dated August 8, 2013 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3, File No. 333-189981, filed on July 16, 2013 (the “Registration Statement”).
For the convenience of the Staff’s review, we have set forth the comment contained in the Comment Letter along with the response of the Company. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require.
The response to the Staff’s comment set forth in the Comment Letter is as follows:
General
1. Please confirm your understanding that resales of shares issued as payment in-kind dividends are not covered by this registration statement. We note your disclosure in the carryover paragraph on pages 12-13. Alternatively, please register the payment in-kind dividend shares.
The Company confirms its understanding that resales of shares issued as payment-in-kind dividends are not covered by the Registration Statement.
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships
Securities and Exchange Commission
August 12, 2013
Page 2
On the date hereof, the Company has filed Amendment No. 1 to the Registration Statement updating certain information therein which is not related to the Comment Letter.
* * *
Should the Staff have further comments or require further information, or if any questions should arise in connection with the submission, please contact Kevin Blatchford (312) 853-2076.
Sincerely,
/s/ Kevin F. Blatchford
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CORRESP 1 filename1.htm SEC Response Letter SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX BEIJING BOSTON BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. FOUNDED 1866 August 12, 2013 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: J. Nolan McWilliams Loan Lauren P. Nguyen Re: Cooper-Standard Holdings Inc. Registration Statement on Form S-3 Filed July 16, 2013 File No. 333-189981 Ladies and Gentlemen: On behalf of Cooper-Standard Holdings Inc. (the “Company”), we are writing in response to the comment contained in the Staff’s comment letter dated August 8, 2013 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3, File No. 333-189981, filed on July 16, 2013 (the “Registration Statement”). For the convenience of the Staff’s review, we have set forth the comment contained in the Comment Letter along with the response of the Company. References in this letter to “we,” “our” or “us” mean the Company or its advisors, as the context may require. The response to the Staff’s comment set forth in the Comment Letter is as follows: General 1. Please confirm your understanding that resales of shares issued as payment in-kind dividends are not covered by this registration statement. We note your disclosure in the carryover paragraph on pages 12-13. Alternatively, please register the payment in-kind dividend shares. The Company confirms its understanding that resales of shares issued as payment-in-kind dividends are not covered by the Registration Statement. Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships Securities and Exchange Commission August 12, 2013 Page 2 On the date hereof, the Company has filed Amendment No. 1 to the Registration Statement updating certain information therein which is not related to the Comment Letter. * * * Should the Staff have further comments or require further information, or if any questions should arise in connection with the submission, please contact Kevin Blatchford (312) 853-2076. Sincerely, /s/ Kevin F. Blatchford Kevin F. Blatchford CC: Jeffrey S. Edwards