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Securities Act of 1933
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Re: |
Oak Leaf B.V. |
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:
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,
Matt S. McNair
Special Counsel
The Incoming Letter is in Acrobat format.
http://www.sec.gov/divisions/corpfin/cf-noaction/2013/oak-leaf-bv-061813-sec5.htm
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