Securities Exchange Act of 1934
Rules 13e-4(d)(1) and 13e-4(f)(1)(ii)
Rule 14e-1(b)

February 11, 2013

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

Via Facsimile & U.S. Mail

Roxane F. Reardon, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York  10017

Re: VWAP Pricing in Issuer Cash Tender Offer by CNO Financial Group, Inc.

Dear Ms. Reardon:

We are responding to your letter dated February 11, 2012 addressed to Nicholas P. Panos and Perry J. Hindin, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief.  To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter.  Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Securities and Exchange Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and 14e-1(b) under the 1934 Act if the Company conducts the Offer by using the Pricing Mechanism as described in your letter.  In issuing this no-action position, we considered the following facts, among others:

• the Offer to Purchase will disclose the Pricing Mechanism for determining the final purchase price per Subject Security that is equal to the sum of the Parity Value plus a fixed amount of cash (together with any accrued and unpaid interest);
   
• the Offer to Purchase will include an illustrative table showing calculations of the purchase price;
   
• the Offer to Purchase will disclose a fixed minimum purchase price that will be paid by the Company for each Subject Security tendered and purchased;
   
• the Pricing Mechanism and the minimum price will remain fixed throughout the duration of the Offer; and, if there is a change in the Pricing Mechanism or the minimum price, the Offer will remain open for at least 10 business days;
   
• the Common Stock used as the reference security in the Pricing Mechanism is listed on the New York Stock Exchange;
   
• the Company’s belief that the value of the Subject Securities is directly correlated to the trading price of the Common Stock;
   
• the Company will publish the daily indicative calculated purchase prices per Subject Security on a webpage maintained for the Offer and has provided a toll-free number that holders of the Subject Securities can use to obtain pricing related information;
   
• the Company will publish the final purchase price on the Offer webpage and in a press release no later than 4:30 p.m., New York City time, on the Expiration Date of the Offer, and electronically file that information on an amended Schedule TO;
   
• the Company will make available forms of VOI and notice of withdrawal in its printed offering materials and on the Offer webpage, will permit tenders and withdrawals to be made until midnight on the Expiration Date, and will disclose the procedures for making tenders and withdrawals in the offering materials;
   
• the Offer to Purchase will include disclosure informing beneficial holders of the Subject Securities that they must make arrangements with their brokers or similar institutions for such brokers or similar institutions to fax a VOI or notice of withdrawal (as applicable) to the Depositary on such beneficial holders’ behalf prior to midnight, New York City time, on the Expiration Date; and
   
• the Offer to Purchase discloses that the Company is seeking to buy any and all of the Subject Securities.

The foregoing no-action position is based solely on your representations and the facts presented in your letter dated February 11, 2012, as supplemented by telephone conversations with the staff.  Any different facts or circumstances may require a different conclusion.  This relief is strictly limited to the application of Rules 13e-4(d)(1), 13e-4(f)(1)(ii) and 14e-1(b) to the Company’s use of the Pricing Mechanism.  This response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented.  The Company should discontinue the Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the 1934 Act and Rules 10b-5, 13e-4(j) and 14e-3 thereunder.  Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Offer.  The Division of Corporation Finance expresses no view with respect to any other questions that the Offer may raise, including any questions relating to the adequacy of the disclosure regarding, and the applicability of any other federal or state laws to, the Pricing Mechanism or the Offer.

Sincerely,
For the Division of Corporation Finance,

Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/cno-financial-group-021113-13e4.htm