Securities Exchange Act of 1934
Section 13(d)(3) and Rule 13d-5(b)

November 12, 2010

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Elizabeth Pagel Serebransky, Esq.
Debevoise & Plimpton, LLP
919 Third Avenue
New York, NY  10022

Re: Interpretation Regarding Group Formation under Section 13(d)(3) and Rule 13d-5(b)

Dear Ms. Serebransky,

We are responding to your letter dated November 12, 2010, addressed to Michele M. Anderson, Nicholas P. Panos, and Evan S. Jacobson, as supplemented by telephone conversations with the Staff, regarding your request for interpretive guidance. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed photocopy of your letter. Capitalized and other defined terms in your letter have the same meaning in this letter.

Based upon the representations and facts presented in your letter, the Staff in the Division of Corporation Finance, without necessarily concurring with the analysis or conclusions set forth in your letter, has no objection if the Non-Executive Stockholders, due to their execution of, or conduct governed by, the amended and restated stockholders agreement or the tag and proxy agreements that comprise the proposed arrangements, do not report beneficial ownership under Section 13(d) of the Exchange Act as members of a group. In issuing this interpretive position, we considered the following facts regarding the proposed arrangements, among others:

• The proposed arrangements do not contain any contractual provision between the Carlyle Stockholder and the Non-Executive Stockholders, or among the Non-Executive Stockholders, governing the acquisition or holding of the Covered Shares;
   
• The Carlyle Stockholder will make any decision to sell its Covered Shares (and will independently determine the price, timing, and any contractual representations, warranties, covenants or other similar agreements applicable to the sale) in its sole discretion;
   
• The Carlyle Stockholder will have no control over the determination by any Non-Executive Stockholder to dispose of the Covered Shares (or any ability to force any Non-Executive Stockholder to dispose of any securities);
   
• A Non-Executive Stockholder or group of Non-Executive Stockholders will have no ability to influence or control the initiation of a sale or the determination by the Carlyle Stockholder of whether to dispose of the Covered Shares;
   
• A Non-Executive Stockholder who grants an Irrevocable Proxy to the Carlyle Stockholder will irrevocably divest itself of voting power, and thus the ability to “act together” with the Carlyle Stockholder within the meaning of Exchange Act Rule 13d-5(b), with respect to all matters covered by the Irrevocable Proxy;
   
• The stated purpose of the proposed arrangements is not to change or influence control of Holding, and no Non-Executive Stockholder or group of Non-Executive Stockholders will have the power to influence or exercise control over Holding as a result of being a party to the proposed arrangements; and
   
• The Carlyle Stockholder will disclose its voting power over the Covered Shares held by the Non-Executive Stockholders who have granted it an Irrevocable Proxy, and will reflect such beneficial ownership over the Covered Shares in a filing on Schedule 13D.

This response is strictly limited to the Division of Corporation Finance’s interpretive position with respect to the potential group issue raised under Section 13(d) of the Exchange Act by the Non-Executive Stockholders’ participation in the proposed arrangements. Any different facts or circumstances may require a different conclusion. The Division expresses no legal conclusion with respect to any interpretive or other questions that the proposed arrangements may raise. Your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act. Responsibility for compliance with these and other provisions of the federal or state securities laws rests with Holding.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2010/boozallen111210-13d.htm