SEC Division of Corporation Finance no-action letter: Juniper Networks, Inc.

Securities Exchange Act of 1934 Rule 13e-4(f)(5) Rule 14e-1(c)

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

March 6, 2007

Katharine A. Martin, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050

Re:

Juniper Networks, Inc. — Request for Exemptive Relief

Dear Ms. Martin:

We are responding to your letter dated March 6, 2007 addressed to Brian V. Breheny and Nicholas P. Panos, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for exemptive relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and the facts presented in your letter, the U.S. Securities and Exchange Commission hereby grants an exemption from Rule 13e-4(f)(5) and Rule 14e-1(c) to permit Juniper to delay the payment of cash consideration until Juniper's first payroll date in January 2008 as described in your letter.

In granting the requested relief, we note in particular that:

The Offer is being made for compensatory purposes in order to minimize or avoid potential materially adverse personal tax consequences to Juniper employees;

The delay in the payment of cash consideration until 2008 is required by the provisions of IRS Rule 409A;

The Offer is not being made to Juniper's former or current executive officers and directors; and

Aside from the prompt payment issue, Juniper has determined that it may rely on the relief granted by the staff of the Division of Corporation Finance pursuant to the Exemptive Order for Issuer Exchange Offers that are Conducted for Compensatory Purposes issued on March 21, 2001.

The foregoing exemptive relief is based solely on your representations and the facts presented in your letter dated March 6, 2007, as supplemented by telephone conversations with the Commission staff. This relief is strictly limited to the application of the rules listed above to the Offer. You should discontinue the Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rest with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Offer may raise, including, but not limited to, Juniper's compensation policies, the use of incorrect measurement dates for the options, Juniper's reliance on the Exemptive Order for Issuer Exchange Offers that are Conducted for Compensatory Purposes issued by the staff of the Division of Corporation Finance on March 21, 2001, and the adequacy of the disclosure concerning, and the applicability of any other federal or state laws to, the Offer.

For the Commission, By the Division of Corporation Finance, Pursuant to delegated authority,

Brian V. Breheny Chief, Office of Mergers and Acquisitions Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.

Wilson Sonsini Goodrich & Rosati
PROFESSIONAL CORPORATION
March 6,2007
650 Page Mill Road
Palo Alto, CA 94304-1050
PHONE 650.493.9300
FAX 650.493.68 11
Via Email
Office of Mergers & Acquisitions
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Brian V. Breheny, Chief of the Office of Mergers & Acquisitions Nicholas P. Panos, Special Counsel of the Office of Mergers & Acquisitions Re: Juniper Networks, Inc. - Request for Exemptive Relief Gentlemen:
Juniper Networks, Inc., a Delaware corporation (the "Compan~"), proposes to make an Offer to Amend the Exercise Price of Certain Options once it is current in its reporting obligations under the Securities Exchange Act of 1934, as amended (the ''Exchange Act"), pursuant to which the Company will give all eligible employees holding eligible options to purchase shares of Company common stock the right to amend certain outstanding options and to receive cash payments (the "Offer"). The Offer is being conducted to alleviate certain potential unintended personal tax consequences, including an additional 20% penalty tax, caused by Section 409A of the United States Internal Revenue Code of 1986, as amended (the "Code") and the loss of preferable tax treatment under the Canadian income tax rules, and has been structured in reliance upon the Division of Corporation Finance's Exemptive Order dated March 2 1, 2001 (the "Exemptive Order7'), which provides relief fiom the requirements of Rule 13e-4(f)(8) (the "all holders7' and "best price" rules) under the ''Exchange Act7'. The expected specific details of the Offer, including its compliance with the terms of the Exemptive Order, are explained further below and will be more fully described in a Schedule TO to be filed with the Securities and Exchange Commission (the "Commission") prior to the commencement of the Offer. Although the Company is not current in its financial reporting obligations as of the date of this request, the Offer will not be commenced until it is current. It is important to the Company that exemptive relief be granted as quickly as possible so that it can structure the Offer in compliance with the exemptive relief granted and be in a position to commence the Offer as soon as possible after it is current in its reporting obligations. Because of the potential onerous tax consequences of Section 409A7 it is important to the Company to be able to offer its rank and file employees the relief that the Offer will afford them as soon as possible, and any delay in commencing the Offer could result in adverse financial consequences to employees. On behalf of the Company, we hereby request that the Commission grant the Company exemptive relief from compliance with Rule 13e-4(f)(5) and Rule 14e-1 (c) under the Exchange Act. C:\Documents and Settings\mk2\Local Sett~ngs\Temporaly Internet Files\OLK4E4lluniper Networks - final-(PALIBI-3066831_7).DOC Exemptive Relief Letter Request PAL0 ALTO AUSTIN NEW YORK RESTON SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE