SEC Division of Corporation Finance no-action letter: Segregated Account of Ambac Assurance Corporation

-FOLEY ATTORNEYS AT LAW
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foley.com November 11, 2010
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CLIENT/MAnER NUMBER
092281·0101
Securities and Exchange Commission Securities Act of 1933, as amended Division ofCorporation Finance Section 3(a)(1 0) 100 F Street, NE Washington, D.C. 20549 Re: Segregated Account of Ambac Assurance Corporation Ladies and Gentlemen:
We are wntmg on behalf of the Segregated Account of Ambac Assurance Corporation, a segregated account of Ambac Assurance Corporation, a Wisconsin corporation ("Ambac Assurance"), established pursuant to Wis. Stat. § 611.24(2) (the "Segregated Account"). Ambac Assurance is the principal operating insurance company of Ambac Financial Group, Inc. ("AFGI"). On March 24, 2010, the Office of the Commissioner of Insurance of the State of Wisconsin (the "OCl") filed a petition in the Dane County Circuit Court of the State of Wisconsin (the "Court") to rehabilitate the Segregated Account (the "Rehabilitation"). The Court granted the petition and appointed the Wisconsin Commissioner of Insurance as the rehabilitator of the Segregated Account (the "Rehabilitator"). The Rehabilitation pertains solely to the Segregated Account, which is a separate insurer from Ambac Assurance for purposes of the Rehabilitation. The Rehabilitation does not include Ambac Assurance, its general account or AFG1. The Segregated Account currently operates within the terms of an Order of Rehabilitation issued by the Court. On October 8, 2010,1 the Rehabilitator filed a plan of rehabilitation for the Segregated Account (the "Plan of Rehabilitation") for approval by the Court, as contemplated by Wis. Stat. § 645.33(5). The Segregated Account will operate within the terms ofthe Plan ofRehabilitation once it is approved by the Court and becomes effective.

1. Request
   By this letter, we respectfully request confmnation from the staff of the Division of Corporation Finance (the "Staff') that, based upon the facts and circumstances described herein, it will not recommend any enforcement action to the Securities and Exchange Commission (the "SEC") if, pursuant to the Plan of Rehabilitation as approved by the Court, the I At the time of the filing of the Plan of Rehabilitation, the Court was advised, pursuant to the terms of the Plan of Rehabilitation, that the Rehabilitator would rely on the exemption from registration provided by Section 3(a)(lO) of the Securities Act of 1933, as amended. BOSTON JACKSONVI LLE MILWAUKEE SAN DIEGO SILICON VALLEY BRUSSELS LOS ANGELES NEW YORK SAN DIEGO/DEL MAR TALLAHASSEE CHICAGO MADISON ORLANDO SAN FRANCISCO TAMPA DETROIT MIAMI SACRAMENTO SHANGHAI TOKYO WASHINGTON. D.C. MILW_10055181.17