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Securities Act of 1933
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Re: |
Blue Cross and Blue Shield of Florida, Inc. |
Based on the facts presented, the Division will not recommend enforcement action to the Commission if, in reliance on your opinion of counsel that membership interests in Holdings are not securities within the meaning of the Securities Act or the Exchange Act, Florida Blue causes its current and future policyholders to become members of Holdings in connection with and after the Reorganization without registration under the Securities Act or the Exchange Act. Capitalized terms have the same meanings as defined in your letter.
In reaching this position, we particularly note that:
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.
Sincerely,
Mark F. Vilardo
Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2013/blue-cross-blue-shield-florida-090913-2a1.htm
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