September 25, 2006
Via U.S. Mail and Facsimile
Pedro Heilbron
Chief Executive Officer
Copa Holdings, S.A.
Avenida Principal y Avenida de la Rotunda, Costa del Este
Complejo Business Park, Torre Norte
Parque Lefevre, Panama City, Panama
Re: Copa Holdings, S.A.
Form 20-F for the Fiscal Year Ended December 31, 2005
Filed June 30, 2006
File No. 1-32696
Dear Mr. Heilbron:
We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2005 to disclosure relating to your
contacts
with a country that has been identified as a state sponsor of
terrorism, and we have the following comments. Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues. At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note the disclosure on page 29 that you have derived
revenues
from operations in Cuba during the last three full fiscal years,
and
we also note the disclosure on page 30 that your subsidiary,
AeroRepublica, periodically operates charter flights to Cuba. In
addition, the Copa website lists Havana, Cuba among the cities of
origin and destination of its flights.
Cuba is identified as a state sponsor of terrorism by the U.S.
State
Department and is subject to U.S. economic sanctions and export
controls. The Form 20-F does not include any information related
to
your operations in, and other contacts with, Cuba. Please
describe
for us your past, current, and any anticipated operations in, and
other contacts with, Cuba, whether through subsidiaries,
affiliates,
or other direct or indirect arrangements. Your response should
include discussion of whether you have offices, facilities, sales
agents, or other employees in Cuba, and the extent to which your
dealings or arrangements have been with the government of Cuba, or
entities affiliated with or controlled by that government.
2. [0]Please discuss the materiality of the operations or other
contacts described in response to the foregoing comment, and
whether
they constitute a material investment risk for your security
holders.
You should address materiality in quantitative terms, including
the
dollar amounts of any associated revenues, assets, and
liabilities.
Please also address materiality in terms of qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that conduct business with countries identified as state sponsors
of
terrorism. The Pennsylvania legislature has adopted a resolution
directing its Legislative Budget and Finance Committee to report
annually to the General Assembly regarding state funds invested in
companies that have ties to terrorist-sponsoring countries. The
Missouri Investment Trust has established an equity fund for the
investment of certain state-held monies that screens out stocks of
companies that do business with U.S.-designated state sponsors of
terrorism. Florida requires issuers to disclose in their
prospectuses any business contacts with Cuba or persons located in
Cuba. Your materiality analysis should address the potential
impact
of the investor sentiment evidenced by such actions directed
toward
companies having business contacts with Cuba.
* * * * *
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please file your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comment. Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review. You may also contact me at (202) 551-
3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Max Webb
Assistant Director
Division of Corporation Finance
Celine Hwang, Esq.
Simpson, Thacher & Bartlett LLP
Fax: (212) 455-2502
Pedro Heilbron
Copa Holdings, S.A.
September 25, 2006
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