Securities Act of 1933
Section 5

June 18, 2013

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows. Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that registration should not have to be required, the New Oak Shares are issued in connection with the Post-Offering Merger and Liquidation without compliance with the registration requirements under the Securities Act. In reaching this position, we particularly note the following:

• the New Oak Shares will be issued as merely an intermediate, transitory step in the Post-Offering Merger and Liquidation;
   
• the Liquidation Payment is expected to be made on the first business day after the Post-Offering Merger becomes effective;
   
• after the Liquidation Payment is made, there should be no basis to support any value for the New Oak Shares;
   
• New Oak will not take any action that would require a shareholder vote; and
   
• New Oak will not declare or pay dividends during the period following the Post-Offering Merger and preceding the Liquidation.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/oak-leaf-bv-061813-sec5.htm