RegAlert2012-11-20
Added · Updated
SEC Division of Corporation Finance no-action letter: Tower Group, Inc.
The SEC staff will not recommend enforcement action if Tower Group, Inc. consummates a merger with Canopius Holdings Bermuda Limited resulting in a combined Bermuda exempted company named Tower Group International, Ltd., where former Company stockholders own between 76% and 80% of the fully diluted capital stock. The staff accepts the use of a Registration Statement on Form S-4 to register New Tower Common Shares exchanged for Company Common Stock, despite the transaction being treated as an acquisition of Canopius Bermuda by the Company for accounting purposes. Additionally, the staff agrees that New Tower will report as a domestic issuer rather than a foreign private issuer immediately following the merger.
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WILLKIE FARR &GALLAGHERuP 787 Seventh Avenue
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Securities Exchange Act of 1934-Rules 12g-3 and 12b-2 Securities Act of 1933-Forms S-3 and S-4 Securities Act of 1933-Rules 144 and 414 November 20,2012 Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: TOWER GROUP, INC. AND CANOPIUS HOLDINGS BERMUDA LIMITED Ladies and Gentlemen:
We are counsel for Tower Group, Inc., a Delaware corporation (the "Company"), and,
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