Securities Exchange Act of 1934
Offer by Telefonas de Mexico, S.A. de C.V. and Telmex Solutions Telecomunicacoes Ltda. for Embratel Participacoes S.A.
Dear Mr. Sternberg:
We are responding to your letter dated December 6, 2006 to Brian V. Breheny and Christina Chalk, as supplemented by conversations with the staff of the Division of Corporation Finance, with regard to your request for exemptive and no-action relief. Our response is attached to the enclosed photocopy of your letter. Each defined term in this letter has the same meaning as in your December 6, 2006 correspondence, unless we indicate otherwise.
On the basis of the representations made and the facts presented in your December 6, 2006 letter, the United States Securities and Exchange Commission (the "Commission") hereby grants exemptions from:
Based on the representations made and the facts presented in your December 6, 2006 letter, the staff of the Division of Corporation Finance will also not recommend enforcement action pursuant to Rule 14e-1(b) under the Exchange Act if the Telmex Entities pay consideration which will fluctuate during the subsequent offering period because of the interest accrued thereon, as required by Brazilian law and described in your letter.
The foregoing exemptions and no-action position are based solely on the representations and the facts presented in your letter, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the 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 Section 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any questions that may be raised by the proposed transaction, including but not limited to the adequacy of disclosure concerning an applicability of any other federal or state laws to the proposed transaction.
For the Commission,
By the Division of Corporation Finance
pursuant to delegated authority,
Brian V. Breheny
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance
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