SEC – ‘UPLOAD’ from 10/27/23 re: California First Leasing Corp. – ‘TEXT-EXTRACT’

On:  Friday, 10/27/23, at 4:36pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-23-11826

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     40K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    10K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

October 27, 2023    

Patrick E. Paddon                                                 
Chief Executive Officer                                           
California First Leasing Corporation                              
5000 Birch Street, Suite 500                                      
Newport Beach, CA 92660                                           

                                                    Re: California First
Leasing Corporation                                                             
                                                           Schedule TO-I filed
October 23, 2023                                                                
                                                          File No. 005-39261

Dear Patrick E. Paddon:                                           

            We have reviewed your filing and have the following 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 these comments 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 facts                                                    
and circumstances, please tell us why in your response.           

                                                    After reviewing your
response to these comments, we may have additional comments.                    

Schedule TO-I filed October 23, 2023; Offer to Purchase           

Important, page ii                                                

 1.                                                   Please revise the text
in the section entitled "IMPORTANT" to replace the capital letters              
                                               with lower case
letters, in accordance with Plain English requirements.                         
Summary Term Sheet, page 1                                        

  2.                                                   According to the fourth
bullet point from the bottom on page 2, you condition your offer                
                                                  on there being "No
change in law or in the official interpretation or administration of law,       
                                                       or relevant position or
policy of a governmental authority with respect to any laws,                    
                                                 applicable to the
tender offer." This condition may be so broad as to render the offer            
                                                     illusory. Revise your
disclosure so that the condition is specific and capable of objective           
                                                 verification when
satisfied. Also, please tell us which condition in Section 6 this bullet        
                                                    point is intended to
summarize.                                                                      
 3.                                                   We note your statement
of fact on page 3 that "the Company has determined that the                     
Patrick E. Paddon                                                             
California First Leasing Corporation                                            
October 27, 2023                                                                
Page 2                                                                          
    transaction will not cause the Company to no longer be eligible to
continue to trade on the                                                        
  OTCQX Premier Market." Please reconcile this statement with your
belief stated on page                                                           
        10 that you "do not believe that [y]our purchase of shares pursuant to
the tender offer will                                                           
       negatively impact the eligibility of the remaining shares to continue
trading on the                                                                  
OTCQX Premier Market."                                        
4.       We note the question at the top of page 3 captioned "How will the      
tender offer affect the                                                         
     number of our shares outstanding and the number of record holders?"
Please revise your                                                              
      disclosure to address how the tender offer will affect the number of
record holders.                                                                 
Conditions of the Tender Offer, page 15                                         

5.       The lead-in language to this section permits the Company to abandon    
the offer if the                                                                
    Company's Board of Directors determines that an event has occurred
that "makes                                                                     
        it inadvisable to proceed with the tender offer or with acceptance for
payment or                                                                      
   payment." This section as drafted appears to allow the Company to
terminate the                                                                   
      offer whenever its Board of Directors determines it is "inadvisable"
to proceed, which                                                               
   appears to render the offer illusory, in contravention of Section
14(e) of the Exchange Act                                                       
     and Regulation 14E thereunder. In this regard, we also note similar
language in the third                                                           
  bullet on page 2 and paragraph (3) on page 16. Please revise, or
advise.                                                                         
      We remind you that the filing persons are responsible for the accuracy
and adequacy of                                                                 
their disclosures, notwithstanding any review, comments, action or absence of   
action by the staff.                                                            

Please direct any questions to Brian Soares at 202-551-3690 or David
Plattner at 202-                                                                
551-8094.                                                                       

FirstName LastNamePatrick E. Paddon                            Sincerely,       
Comapany NameCalifornia First Leasing Corporation                               
                                                         Division of
Corporation Finance                                                             
October 27, 2023 Page 2                                        Office of        
Mergers & Acquisitions                                                          
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		10/27/23		NPORT-P,  UPLOAD
		10/23/23		SC TO-I,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/23/23  California First Leasing Corp.    SC TO-I                8:615K California First Leasing Corp.    Computershare C… Svcs/FA