Securities Exchange Act of 1934
The PMI Group, Inc.
We are responding to your letter dated July 6, 2006, as supplemented by telephone conversations with the staff of the Division of Corporation Finance and Division of Market Regulation, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.
Based on your oral and written representations and the facts and circumstances presented, the staff will not recommend that the Commission take enforcement action against the Company under Rule 13e-4(f)(6) and Rule 14e-5 under the Exchange Act if the Issuer Tender Offers are conducted in the manner described in your letter.
In granting the requested relief, we note in particular that:
The foregoing no-action positions are based solely on your oral and written representations and the facts presented in your letter and in telephone conversations with the staff, and are strictly limited to the application of the rules to the proposed transactions. The transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.
In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the Exchange Act, particularly Sections 10(b) and 14(e), and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Issuer Tender Offers. The Divisions express no views with respect to any other questions that the proposed transactions may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transactions.
For the Division of Corporation Finance,
Brian V. Breheny
Chief, Office of Mergers and Acquisitions
For the Division of Market Regulation,
James A. Brigagliano
Acting Associate Director
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