U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

November 8, 2005
[Revised - November 29, 2005]

Frederick Wertheim, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498

Re: Spark Infrastructure Group

Dear Mr. Wertheim:

Based on the facts and representations set forth in your letter, dated November 8, 2005 (a copy of which is enclosed), the Commission finds that it is appropriate in the public interest and consistent with the protection of investors to grant, and hereby grants, to Deutsche Bank AG (the "Global Coordinator"), Citigroup Global Markets Australia Pty Limited and Merrill Lynch International (Australia) Limited (together with the Global Coordinator, the "Joint Lead Managers"), Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, which are the respective U.S. registered broker-dealer affiliates of the Joint Lead Managers (the "U.S. Selling Agents"), and other broker-dealers who may participate in the U.S. Offering (as defined in your letter) a limited exemption pursuant to Section 36 of the Securities Exchange Act of 1934 ("Exchange Act") from the prohibitions on arranging for the extension of credit contained in Section 11(d)(1) of the Exchange Act. This limited exemption will permit the Global Coordinator, the Joint Lead Managers, the U.S. Selling Agents and other broker-dealers who may participate in the U.S. Offer to offer and sell Stapled Securities (consisting of one ordinary share of Spark Infrastructure Holding No. 1 Limited; one ordinary share of Spark Infrastructure Holding No. 2 Limited; one ordinary share of Spark Infrastructure Holding No. 3 Limited; and one unit of, and a subordinated loan note issued by, Spark Infrastructure RE Limited as Responsible Entity of the Spark Infrastructure Trust (each as defined in the letter)), on an installment basis, to U.S. qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act of 1933 ("Securities Act"), as explained in your letter.

This exemption is granted without necessarily agreeing or disagreeing with the analysis in your letter. It is based solely on the representations contained in the letter, particularly the following:

  • U.S. sales are limited to QIBs who will purchase 20% or less of the global offering; the Stapled Securities will be offered in reliance on the safe harbor from registration under the Securities Act provided in Rule 144A.
  • There will be only two installment payments; the first will total approximately 70% of the share purchase price. The second installment will be paid within 18 months of the closing date of the proposed global offering.
  • The largest market for the securities will be abroad, i.e., Australia; the Australian market will dictate the terms and, to a large extent, the structure of the offering.
  • The use of periodic payment offer structures is relatively common in public offerings in Australia. We note particularly your representation that numerous partly paid or installment receipt structures have been used recently in Australia, including 2004 and 2005.

Different facts or conditions might require a different response.

You request, under 17 C.F.R. Section 200.81(b), that your letter and the staff's response be accorded confidential treatment for 60 days following the date of our response or until such earlier date on which the proposed Offer is first made public. Because we believe that your request for confidential treatment is reasonable and appropriate, we grant it.

For the Commission,
by the Division of Market Regulation
pursuant to delegated authority,1

Catherine McGuire
Chief Counsel


Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 02/01/2006