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April 17, 2007
By facsimile to (650) 838-4350 and U.S. Mail
Mr. Masaaki (John) Nishibori
President and Chief Executive Officer
CAI International, Inc.
1 Embarcadero Center
San Francisco, CA 94111
Re: CAI International, Inc.
Pre-effective Amendment 1 to Registration Statement on Form
S-1
Filed March 21, 2007
File No. 333-140496
Dear Mr. Nishibori:
We reviewed the filing and have the comments below.
General
1. We note that there are numerous changes in the EDGAR version of
pre-effective amendment 1 to the registration statement that are
not
marked as required by Rule 310 of Regulation S-T. For example,
refer
to the second bullet point paragraph on page 3, the second bullet
point on page 27, the capitalization section on page 29, the
second
bullet point paragraph on page 80, and the tables on pages 88 and
98.
Please comply with the rule`s requirement in future filings.
Summary, page 1
2. You disclose that all share and per share information will be
adjusted for the stock split to be effected prior to the
completion
of this offering. We wish to remind you that you will need to
revise
your historic financial statements and related disclosures
pursuant
to SAB Topic 4C.
Unaudited Pro Forma Condensed Consolidated Statement of Income,
page
39
3. Please remove your unaudited pro forma condensed consolidated
statement of income for the nine months ended September 30, 2006.
Pro forma statements of income may only be presented for most
recent
fiscal year and subsequent interim period. Refer to Rule 11-
02(c)(2(i) of Regulation S-X. Please revise footnote (3) to your
pro
forma consolidated statement of income for the year ended December
31, 2006.
Utilization, page 46
4. Revised disclosure made in response to prior comment 11 that
the
average fleet utilization rate increased from 89.8% for the year
ended December 31, 2004 to 90.7% for the year ended December 31,
2005
to 90.6% for the year ended December 31, 2006 on a pro forma, as
adjusted basis, is imprecise because there was a decrease in the
most
recent year as compared to the preceding year. Please revise.
Net Interest Expense, page 53
5. You disclose your interest expense for the 12 months ending
June
30, 2008 would be approximately $15.0 million. Please tell us the
relevance of this period. Revise your disclosures.
Share Based Payments, page 67 and Note (10) Preferred Stock, page
F-
21
6. We note your response to prior comment 24. You indicate that
you
estimate the fair value of your preferred stock using a
combination
of the income and market approaches. We also note, however, that
the
preferred stock is convertible into your common stock on a 1 for 1
basis. We would assume, therefore, that the fair value of your
preferred stock would not be materially different than the fair
value
of your common stock. As such, please address the following two
events which highlight the fair value of your common stock:
* We note that on February 16, 2007 Mr. Ogawa sold 4,028 shares of
your common stock for an initial payment of $20.9 million, an
average
per share price of $5,189.
* We also note that the filing of your registration statement for
the
initial public offering or IPO of your common stock was not
substantially later than your most recent historical balance sheet
date, December 31, 2006.
Please disclose the fair value of your preferred stock as of
December
31, 2006, and provide a discussion of each significant factor
contributing to the difference between the fair value of your
preferred stock as of December 31, 2006 and
* The February 16, 2007 average per share price.
* Your estimated IPO price for your common stock.
Business, page 73
7. We note your response to prior comment 26, but we still do not
understand your relationship with the investment arrangers. Who
are
the investment arrangers? How do you establish business with an
investment arranger? Alternatively, please tell us why you do not
believe that additional disclosure would be material.
Executive Compensation, page 90
8. We assume that inclusion of footnote (2) in the summary
compensation table`s non-equity incentive plan compensation column
is
inadvertent. Please revise or advise.
Sale of Common Stock to DBJ Value Up Fund, page 97
9. We note that in February 2007 Mr. Ogawa, your Executive
Chairman,
sold 4,028 shares of your common stock to DBJ Value Up Fund or
DBJ.
Please disclose what relationship, if any, Mr. Ogawa or CAI had
with
DBJ prior to this transaction.
10. Disclosure states that CAI entered into a stock purchase
agreement, an amended and restated registration rights agreement,
and
voting agreement with Mr. Ogawa and DBJ. We note that you filed
the
amended and restated registration rights agreement as exhibit 10.7
to
the registration statement. File also the stock purchase
agreement
and voting agreement as exhibits to the registration statement.
See
Item 601(b)(10(i) of Regulation S-K.
Principal and Selling Stockholders, page 98
11. Indicate by footnote or otherwise that DBJ is an affiliate of
the
Development Bank of Japan. We note the disclosure on page 97.
Note 1. The Company and Nature of Operations, page F-8
12. We note from your disclosure that you formed an 80% owned
subsidiary incorporated in Japan (CAIJ) in January 2007. Please
expand your disclosures to discuss the business purpose for this
transaction. If material, revise your filing to discuss the
impact
on future earnings and cash flows as a result of forming this
subsidiary. Please also discuss the contributed assets and new or
assumed liabilities in connection with CAIJ.
Note 3. Step Acquisition of CAI Common Stock Held by Interpool,
page
F-14
13. Please revise your pro forma financial information to present
the
year ended December 31, 2006 rather than the nine months ended
September 30, 2006. Refer to paragraph 54 of SFAS 141.
14. Disclose the primary reason for the acquisition, including a
description of the factors that contributed to a purchase price
that
resulted in the recognition of goodwill. Refer to paragraph 51b
of
SFAS 141.
Exhibit 10.1
15. As noted in prior comment 39, absent an order granting
confidential treatment, Item 601(b)(10) of Regulation S-B requires
the filing of material contracts, including attachments, in their
entirety. Since you did not file schedules 1 and 16.6.1 to
exhibit
10.1, please refile the exhibit in its entirety.
Closing
File an amendment to the S-1 in response to the comments. To
expedite our review, CAI may wish to provide us three marked
courtesy
copies of the amendment. Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments. If CAI thinks that
compliance with any of the comments is inappropriate, provide the
basis in the letter. We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since CAI and its management are in possession
of
all facts relating to the disclosure in the registration
statement,
they are responsible for the adequacy and accuracy of the
disclosures
that they have made.
If CAI requests acceleration of the registration statement`s
effectiveness, CAI should furnish a letter at the time of the
request, acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve CAI from its full responsibility for the adequacy and
accuracy of the registration statement`s disclosures.
* CAI may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that CAI provides us in our review of the registration
statement or in response to our comments on the registration
statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on accounting comments to Tracey L.
McKoy, Staff Accountant, at (202) 551-3772 or Jeanne K. Baker,
Assistant Chief Accountant, at (202) 551-3691. You may direct
questions on other comments and disclosure issues to Edward M.
Kelly,
Senior Counsel, at (202) 551- 3728 or Lesli L. Sheppard, Staff
Attorney, at (202) 551-3708.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Edward J. Wes, Jr., Esq.
Bruce M. McNamara, Esq.
Sonny Allison, Esq.
Perkins Coie LLP
101 Jefferson Drive
Menlo Park, CA 94025
Daniel G. Kelly, Jr., Esq.
Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
Mr. Masaaki (John) Nishibori
April 17, 2007
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE