RegAlert2012-04-03
Added · Updated
SEC Division of Corporation Finance no-action letter: Alexander & Baldwin, Inc.
The letter requests SEC staff concurrence regarding the applicability of specific Securities Act and Exchange Act provisions to Alexander & Baldwin, Inc.'s proposed reorganization into a new holding company, A&B Holdings. It details the structural steps, including the merger of a subsidiary into the Company and the conversion of shares, while asserting that A&B Holdings may rely on the Company's prior staff concurrences. The document outlines conditions for the transaction, such as shareholder approval and tax rulings, and confirms that organizational documents and executive leadership will remain substantially similar.
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SKADDEN. ARPS, SLATE, MEAGHER &. FLOM LLP
1440 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005-21 I I FIRM/AFFILIATE OFFICES BOSTON TEL: (202) 371-7000 CHICAGO HOUSTON FAX: (202) 393-5760 LOS ANGELES www.skadden.com NEW YORK PALO ALTO DIRECT DIAL 202-371-7233 WILMINGTON DIRECT FAX BEIJING 202-661-8280 BRUSSELS EMAIL ADDRESS FRANKFURT MARC. GERBER@SKADDEN.COM HONG KONG LONDON MOSCOW MUNICH PARIS SAO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA Securities Exchange Act of1934-Rules 12g-3(a) and 12b-2 Securities Act of1933-Rule 414 Securities Act of1933-Forms S-3, S-4 and S-8 Securities Act of1933-Rule 144 Securities Exchange Act of1934-Schedule 14A Securities Act of1933-Section 4(3) and Rule 174 April 3, 2012 VIA ELECTRONIC MAIL Office ofthe Chief Counsel Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Proposed Reorganization of Alexander & Baldwin, Inc. Ladies and Gentlemen:
Alexander & Baldwin, Inc., a Hawaii corporation (the "Company"), is considering undertaking a reorganization (the "Reorganization") in which (i) the Company forms a new wholly-owned Hawaii corporate subsidiary named Alexander & Baldwin Holdings, Inc. ("A&B Holdings"), (ii) A&B Holdings forms a new
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