September 21, 2007
Via U.S. Mail and Facsimile
Brian Dunne
Executive Vice-President and Chief Financial Officer
ACE Aviation Holdings Inc.
5100 de Maisonneuve Boulevard West
Montreal, Quebec, Canada H4A 3T2
RE: ACE Aviation Holdings Inc.
Form 40-F for Fiscal Year Ended December 30, 2006
Filed March 30, 2007
Form 6-K filed August 14, 2006
File No. 0-51034
Dear Mr. Dunne:
We have limited our review of your above filings 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 12 of your Form 6-K that your
majority-owned subsidiary, Air Canada, flies to Cuba. Cuba is
identified as a state sponsor of terrorism by the U.S. Department
of
State and subject to U.S. sanctions and export controls. Your
Form
40-F does not include any information on Air Canada`s Cuban
operations. Please describe for us your past, current, and
anticipated operations in, and other contacts with, Cuba, whether
through subsidiaries 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. Please discuss the materiality of the operations and other
contacts described in response to the foregoing comment, and
whether
they would constitute a material investment risk for your security
holders. You should address materiality in quantitative terms,
including the approximate dollar amounts of any associated
revenues,
assets, and liabilities for the past three years concerning Cuba.
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 do business with countries identified as state sponsors of
terrorism. 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. 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. 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 that have operations associated with Cuba.
Your qualitative materiality analysis also should address whether,
and the extent to which, the government of Cuba or persons or
entities controlled by or affiliated with that government, receive
cash or act as intermediaries in connection with your operations.
* * * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please submit
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 comments, 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 comments. 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 Blye, Chief
Office of Global Security
Risk
cc: Jack McLean
Controller
ACE Aviation Holdings Inc.
Fax: (204-941-2402)
Max Webb
Assistant Director
Division of Corporation Finance
Brian Dunne
ACE Aviation Holdings Inc.
September 21, 2007
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