RegAlert2008-12-18
Added · Updated
SEC Division of Corporation Finance no-action letter: Galileo Holding Corporation
Galileo Holding Corporation requests confirmation that it may inherit the "large accelerated filer" status of its predecessors, General Maritime Corporation and Arlington Tankers Ltd., following their merger. The letter further seeks assurance that Galileo Holding may rely on the prior reporting history and eligibility of these predecessors to satisfy the requirements for using Forms S-3, S-4, and S-8, as well as to meet the public information conditions of Rule 144. Additionally, the request addresses the applicability of Rule 174(b) for the prospectus delivery exemption under Section 4(3) of the Securities Act.
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KRAMER LEVIN NAFTALIS & FRANKEL LLP
Securities Act of 1933
Section 4(3)
Forms S-3, S-4, and S-8
Rules 144 and 174(b)
Securities Exchange Act of 1934
Rules 12b-2 and 12g-3
VIA E-MAIL TO CFLETTERS@,SEC.GOV
Office of the Chief Counsel
100F Street, NE
Washington, D.C. 20549
Re: Galileo Holding Corporation
Ladies and Gentlemen:
This letter supersedes and replaces our earlier letter dated November 5,2008. We are writing on behalf of General Maritime Corporation, a Marshall Islands corporation which has been renamed General Maritime Subsidiary Corporation ("General Maritime"), Arlington Tankers Ltd., a Bermuda company ("Arlington"), and Galileo Holding Corporation, a Marshall Islands corporation previously owned 73% by General Maritime and 27% by Arlington and currently renamed General Maritime Corporation ("Galileo Holding"), to request the advice of the staff of the Office of the Chief Counsel, Division of Corporation Finance (the "Staff') of the Securities and Exchange Commission (the "Commission" or the "SEC") with respect to a number of succession-related issues under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), arising out of the combination of General Maritime and Arlington.
I. Background
Galileo Holding, General Maritime, Arlington, Galileo Merger Corporation, a Marshall Islands corporation and a wholly-owned subsidiary of Galileo Holding, and Archer Amalgamation Limited, a Bermuda company and a wholly-owned subsidiary of Galileo Holding, entered into an Agreement and Plan of Merger and Amalgamation, dated as of August 5,2008 (the "Merger Agreement"), which provided, among other things, for (i) Galileo Merger Corporation to merge with and into General Maritime with General Maritime as the surviving corporation (the "General Maritime Merger"); and (ii) Arlington to amalgamate with Archer Amalgamation Limited, with the amalgamated company being named Arlington Tankers Ltd. (the "Amalgamation" and, together with the General Maritime Merger, the "Combinations"). As a
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