Initial Letter Date

Form filed

Market Capitalization

05/21/2012

F-4

$ 2,820 M

We note that the tax opinion assumes that the merger will be treated as a reorganization under section 368(a) of the Internal Revenue Code. Please revise to delete this assumption, as it is inappropriate to assume any legal conclusion underlying your discussion. The tax disclosure must state what the tax consequences of the transaction are, not what the parties intend, and the disclosure may not assume a certain tax treatment.