Get the free No-Action Letter.Rule 14e-5, Purchases Outside a Tender Offer

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United STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549December 5,2007 Via Facsimile and U.S. Mail Eric S. She Allen & Very LLP 1221 Avenue of the Americas New York, New York 10020Re:

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How to fill out no-action letterrule 14e-5 purchases

01

Step 1: Obtain a copy of rule 14e-5 from the Securities and Exchange Commission (SEC) website.

02

Step 2: Review the requirements and conditions for filing a no-action letter under rule 14e-5.

03

Step 3: Gather all necessary information, including the details of the proposed purchase, the parties involved, and any supporting documents.

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Step 4: Prepare a written request for a no-action letter, addressing it to the SEC's Division of Corporation Finance.

05

Step 5: Provide a concise and clear explanation of why the proposed purchase should be exempt from the tender offer rules.

06

Step 6: Include any relevant legal or factual arguments supporting your position.

07

Step 7: Attach all supporting documents, such as legal opinions or transaction agreements.

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Step 8: Submit the request and supporting documents to the SEC, either electronically or in hard copy.

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Step 9: Await a response from the SEC, which will either grant or deny the requested no-action letter.

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Step 10: If granted, ensure compliance with any conditions or limitations outlined in the SEC's response.

Who needs no-action letterrule 14e-5 purchases?

01

Any individual or entity planning to make purchases under rule 14e-5 of the Securities Exchange Act of 1934 (as amended) may need a no-action letter.

02

This rule covers purchases made in connection with tender offers, and a no-action letter provides assurance from the SEC that certain actions will not result in enforcement actions.

03

Potential users of no-action letters include acquirers, target companies, and their respective legal counsels.

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What is no-action letterrule 14e-5 purchases?

No-action letter Rule 14e-5 purchases refer to transactions exempt from certain rules governing tender offers.

Who is required to file no-action letterrule 14e-5 purchases?

Parties involved in transactions exempt from Rule 14e-5 must file a notice with the SEC.

How to fill out no-action letterrule 14e-5 purchases?

To fill out no-action letter Rule 14e-5 purchases, parties must provide specific information as required by the SEC.

What is the purpose of no-action letterrule 14e-5 purchases?

The purpose of no-action letter Rule 14e-5 purchases is to allow certain transactions to proceed without triggering certain rules.

What information must be reported on no-action letterrule 14e-5 purchases?

Information such as details of the transaction, parties involved, and exemptions claimed must be reported on no-action letter Rule 14e-5 purchases.

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