SEC no-action letter granting Loews Corporation exemption from Rule 14e-5 for open market stock purchases

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DlVlSlON OF
TRADING AND MARKETS
March 27,2008
Gregory A. Fernicola
Skadden, Arps, Slate, Meagher & Flom LLP
Four Tinies Square
New York, NY 10036
Re: Request for Exemptive Relief for Loews Corporation under Rule 14e-5 TP NO. 08-41 Dear Mr. Fernicola:
In your letter dated March 27,2008, as supplemented by conversations with the staff of the Division of Trading and Markets ("Division"), you request on behalf of your client, Loews Corporation ("Loews"), an exemption from Rule 14e-5 under the Securities Exchange Act of 1934 ("Exchange Act") in connection with Loews' announced intention to dispose of its ownership interest of its wholly owned subsidiary Lorillard, Inc. ("Lorillard"). Pursuant to the plan, Loews will offer holders of Loews Common Stock the opportunity to exchange such shares of Loews in exchange for shares of Lorillard. We have attached a copy of your letter to avoid reciting the facts that you have presented. Unless otherwise noted, each defined term in this letter has the meaning given in your letter. On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the U.S. Securities and Exchange Commission ("Commission") hereby grants an exemption from Rule 14e-5 under the Exchange Act to permit Loews to engage in open market purchases of Loews Common Stock outside of the Exchange Offer subject to the following conditions:
Purchases of Loews Common Stock are not made fiom and after the date that is at least 30 calendar days prior to the commencement of the Exchange Offer until the date that is at least ten days following the closing of the Exchange Offer pursuant to Rule 13e-4(f)(6); Purchases of Loews Common Stock constitute ordinary course stock purchases and are effected in a manner that is consistent with Loews' past practices and in accordance with the requirements of Rule lob-1 8 (including, without limitation, the requirements of lob- 18(a)(13)(iv) thereof); The aggregate number of shares of Loews Common Stock actually purchased pursuant to the relief granted in connection herewith is disclosed in the Registration Statement prior to the commencement of the Exchange Offer;