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United States securities and exchange commission logo
June 29, 2023
Mike Lavin
President, Chief Operating Officer and Chief Legal Officer
CONSUMER PORTFOLIO SERVICES, INC.
19500 Jamboree Road
Irvine, California 92612
Re: CONSUMER PORTFOLIO
SERVICES, INC.
Form S-3 filed June
15, 2023
File No. 333-272653
Dear Mike Lavin:
We have limited our review of your registration statement to
those issues we have
addressed in our 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-3 filed June 15, 2023
We may have rescission liability..., page 14
1. Please tell us the
reason(s) for the potential rescission liability. We also note that you have
a similar risk factor
in a registration statement on Form S-1 dated 12/26/2010. Please tell
us the reason(s) for
the possible rescission liability at that time and what precautions you
have taken to insure
that this issue does not reoccur.
Renewal or Redemption On Maturity, page 32
2. Please revise to state
that when you send notice that a note is about to mature, you will
send a new prospectus
to each person you allow to automatic renew their note. You imply
that there are certain
situations where you may not send a prospectus without request.
Mike Lavin
FirstName LastNameMike
CONSUMER PORTFOLIOLavin
SERVICES, INC.
Comapany
June NameCONSUMER PORTFOLIO SERVICES, INC.
29, 2023
June 29,
Page 2 2023 Page 2
FirstName LastName
General
3. We note that in Item 10 of your Form 10-K for fiscal year ended
December 31, 2022 you
state, "Information regarding directors of the registrant is
incorporated by reference to the
registrant s definitive proxy statement for its annual meeting of
shareholders to be held in
2023 (the "2023 Proxy Statement"). The 2023 Proxy Statement will be
filed not later than
May 1, 2023." You did not file your Proxy Statement by May 1, 2023 and
instead filed a
Form 10-K/A containing the Part III information. We also note that for
the past several
years you have made a similar representation to file your Proxy
Statement and then
instead, filed a Form 10-K/A. Please tell us why you have similarly
been unable to file
your Proxy Statement within the time period you have represented each
year since 2018.
Please provide us with your analysis as to how this practice complies
with Instruction
G(3) of Form 10-K.
4. Please confirm that you intend to treat each automatic renewal of a
matured note as a new
sale, and therefore would represent a reduction in the remaining
available securities
registered under this S-3.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Todd K. Schiffman at 202-551-3491 or Chris Windsor at
202-551-
3419 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance