SEC Division of Corporation Finance no-action letter: Blue Wolf Mongolia Holdings Corp.

April 16, 2013
Via Facsimile & U.S. Mail
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
150 East 42nd Street
New York, New York 10017
Re: Blue Wolf Mongolia Holdings Corp.
Request for Exemption from Rule 14e-5
Dear Mr. Neuhauser:
We are responding to your letter dated April 16, 2013 addressed to Michele M. Anderson and David L. Orlic, as supplemented by telephone conversations with the staff. To avoid having to recite or summarize the facts set forth in your letter, a copy of that letter is attached to this response. Unless otherwise noted, capitalized terms in this letter have the same meaning as given to them in your letter. On the basis of the facts and representations presented in your letter, the U.S. Securities and Exchange Commission (“Commission”) hereby grants an exemption from Rule 14e-5 under the Securities Exchange Act of 1934. The exemption from Rule 14e-5 permits Blue Wolf to conduct the Extension Tender Offer in the manner described in your letter, notwithstanding the public announcement of the Acquisition Tender Offer on March 20, 2013. In granting this exemption, we note in particular that:
 Blue Wolf cannot consummate the potential business combination prior to the Termination Date;  Blue Wolf was required to publicly disclose the existence of the MOU in the Extension Tender Offer documents;  the consideration to be paid to Blue Wolf’s shareholders in the Extension Tender Offer and the Acquisition Tender Offer will be identical, and this is disclosed in the Extension Tender Offer documents;  shareholders who do not tender their shares in the Extension Tender Offer will be permitted to tender their shares in the Acquisition Tender Offer; and

Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
April 16, 2013
 the Extension Tender Offer will be conducted in accordance with Rule 13e-4 and Regulation 14E under the Exchange Act, except for the exemption specifically granted herein. The foregoing exemption is based solely on the facts presented and representations made in your letter, as supplemented by telephone conversations with the Commission staff. The exemption granted is strictly limited to the application of the rule listed above to the transactions described in your letter. You should discontinue these transactions pending further consultations with the staff if any of the facts or representations set forth in your letter change. In addition, this position is subject to modification or revocation if at any time the Commission or the Division of Corporation Finance determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act. We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in the transactions contemplated by your letter must comply with these and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no view on any other questions that may be raised by these transactions, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to such transactions. Sincerely, For the Commission, By the Division of Corporation Finance pursuant to delegated authority Michele M. Anderson Chief, Office of Mergers and Acquisitions