Via Facsimile & U.S. Mail

September 20, 2013

Via Facsimile & U.S. Mail

Heather Carmody, Esq.

Duane Morris LLP

150 East 42nd Street

30 South 17th Street

Philadelphia, PA 19103-4196

Re:

BGS Acquisition Corp.

Request for Exemption from Rule 14e-5

Dear Ms. Carmody:

We are responding to your letter dated September 19, 2013 addressed to Michele M.

Anderson, Daniel F. Duchovny and Geoffrey D. Kruczek, as supplemented by telephone

conversations with the staff. To avoid having to recite or summarize the facts set forth in your

letter, a copy of that letter is attached to this response. Unless otherwise noted, capitalized terms

in this letter have the same meaning as given to them in your letter.

On the basis of the facts and representations presented in your letter, the U.S. Securities

and Exchange Commission (“Commission”) hereby grants an exemption from Rule 14e-5 under

the Securities Exchange Act of 1934. The exemption from Rule 14e-5 permits BGS Acquisition

Corp. to conduct the Extension Tender Offer in the manner described in your letter,

notwithstanding the prior public announcement of the business combination on June 27, 2013.

In granting this exemption, we note in particular that:



BGS Acquisition Corp. cannot consummate the potential business combination prior

to the Termination Date;



BGS Acquisition Corp. was required to publicly disclose the existence of the merger

agreement in the Extension Tender Offer documents;



the consideration to be paid to BGS Acquisition Corp. shareholders in the Extension

Tender Offer and the Acquisition Tender Offer will be identical, and this is disclosed

in the Extension Tender Offer documents;



shareholders who do not tender their shares in the Extension Tender Offer will be

permitted to tender their shares in the Acquisition Tender Offer; and

Heather Carmody, Esq.

Duane Morris LLP

September 20, 2013

Page 2



the Extension Tender Offer will be conducted in accordance with Rule 13e-4 and

Regulation 14E under the Exchange Act, except for the exemption specifically

granted herein.

The foregoing exemption is based solely on the facts presented and representations made

in your letter, as supplemented by telephone conversations with the Commission staff. The

exemption granted is strictly limited to the application of the rule listed above to the transactions

described in your letter. You should discontinue these transactions pending further consultations

with the staff if any of the facts or representations set forth in your letter change. In addition,

this position is subject to modification or revocation if at any time the Commission or the

Division of Corporation Finance determines that such action is necessary or appropriate in

furtherance of the purposes of the Exchange Act.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the

federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5

thereunder. The participants in the transactions contemplated by your letter must comply with

these and any other applicable provisions of the federal securities laws. The Division of

Corporation Finance expresses no view on any other questions that may be raised by these

transactions, including but not limited to, the adequacy of disclosure concerning and the

applicability of any other federal or state laws to such transactions.

Sincerely,

For the Commission,

By the Division of Corporation Finance

pursuant to delegated authority

Michele M. Anderson

Chief, Office of Mergers and Acquisitions

FIRM and AFFILIATE OFFICES

NEW YORK

LONDON

SINGAPORE

PHILADELPHIA

CHICAGO

www.duanemorris.com

WASHINGTON, DC

SAN FRANCISCO

SILICON VALLEY

SAN DIEGO

BOSTON

September 19, 2013

HOUSTON

LOS ANGELES

HANOI

HO CHI MINH CITY

ATLANTA

BALTIMORE

VIA EMAIL

WILMINGTON

MIAMI

PITTSBURGH

Michele M. Anderson, Esq., Chief

Geoffrey D. Kruczek, Esq., Attorney-Adviser

Daniel F. Duchovny, Esq., Special Counsel

Office of Mergers and Acquisitions

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

NEWARK

LAS VEGAS

CHERRY HILL

BOCA RATON

LAKE TAHOE

MUSCAT, OMAN

“A GCC REPRESENTATIVE

OFFICE OF DUANE MORRIS”

MEXICO CITY

ALLIANCE WITH

MIRANDA & ESTAVILLO

Re:

BGS Acquisition Corp.

Commission File No. 001-35457

Request for Relief from Rule 14e-5 under the

Securities Exchange Act of 1934, as amended

Ladies and Gentlemen:

We are writing on behalf of our client, BGS Acquisition Corp. (“BGS”), a special

purpose acquisition company (“SPAC”) formed as a British Virgin Islands business company

with limited liability in March 2011. BGS was formed for the purpose of acquiring, engaging in

a share exchange, share reconstruction and amalgamation or contractual control arrangement

with, purchasing all or substantially all of the assets of, or engaging in any other similar business

combination with one or more operating businesses or assets. In accordance with its current

Memorandum and Articles of Association, as amended (the “Charter”), BGS has until

September 26, 2013 (the “Termination Date”) to consummate its initial business combination.

In the event it fails to consummate such business combination, BGS must liquidate.

Background

On June 27, 2013, BGS filed a Form 6-K with the Securities and Exchange Commission

(the “Commission”) in which it disclosed that BGS had entered into a definitive agreement with

Black Diamond Holdings LLC, a Colorado limited liability company (“Black Diamond”), and

on August 19, 2013, BGS filed a Form 6-K with the Commission in which it disclosed that BGS

had entered into an Amended and Restated Merger and Share Exchange Agreement (the

“Merger Agreement”) with BGS Acquisition Subsidiary, Inc., a Delaware corporation and a

D UANE M ORRIS LLP

30 SOUTH 17TH STREET

PHILADELPHIA, PA 19103-4196

PHONE: +1 215 979 1000

FAX: +1 215 979 1020

Michele M. Anderson, Esq., Chieef

Geoffrey

y D. Kruczek

k, Esq., Attorrney-Adviseer

Daniel F. Duchovny,, Esq., Speciial Counsel

U.S. Secu

urities and Exchange Co

ommission

September 19, 2013

Page 2

wholly owned subsid

diary of BGS

S (“Purchaser”), BGS M erger Subsidiary, Inc., a Delaware

corporatiion and wholly owned su

ubsidiary of Purchaser (““Merger Su

ub”), TransnnetYX Holdinng

Corp., a Delaware co

orporation (““TransnetYX

X”), Black Diamond, thhe majority shareholder in

TransnetY

YX, and Blaack Diamond

d Financial Group, LLC, a Delawaree limited liabbility compaany

and manaager of Black Diamond, pursuant to which BGS will merge with and intto Purchaserr (the

ollowing whiich TransnettYX will merge with andd into Mergeer

“Redomestication Merger”), fo

Sub (the “Transactio

on Merger””). As consid

deration payyable to the stockholderss of record off

TransnetY

YX on a pro

o rata basis, Purchaser will (1) issue 8,000,000 of its shares of common stock

and (2) pay an aggreg

gate of $15.0

0 million, up

p to $11.0 million of which may be paid in addittional

shares off common sto

ock of Purch

haser if theree is not adeqquate cash too accommodaate a $15.0

million payment to th

he sharehold

ders of TranssnetYX and have $6.0 million availaable in the

surviving

g company for payment of transactio

on expenses and for workking capital purposes (thhe

“Transaction”). In addition, thee shareholderrs of TransnnetYX may receive up too an additionnal

8,000,000 shares of the common stock of Purrchaser baseed on the grooss revenues of the post-Transactiion operating

g company in fiscal yearr 2015. Twoo million of the shares of common sttock

of Purchaaser held by Black Diam

mond immediately follow

wing the Trannsaction willl be subject to a

lock-up agreement th

hat will limitt Black Diam

mond’s abilitty to disposee of those shhares until eitther

perating com

mpany in fisccal year 20155 exceed $600

the grosss revenues off the post-Trransaction op

million or Decemberr 31, 2020.

In

n connection

n with the Reedomesticatiion Merger, Purchaser inntends to filee a registration

statemen

nt on Form S-4 (the “Reg

gistration Sttatement”) t o register unnder the Seccurities Act of

he “Securitiees Act”), thee issuance off the commoon stock andd warrants the

1933, as amended (th

BGS equ

uity holders will receive upon consum

mmation of t he Redomestication Meerger and thee

equity co

onsideration that may be paid by Purrchaser to TrransnetYX shhareholders upon complletion

of the Transaction Merger. The Transaction will not closse until the Registration Statement is

effective.

BGS has deteermined that it will not be able to connsummate thhe business combinationn

prior to th

he Terminattion Date. Consequently

y, concurrenttly with the announcemeent of the Merger

o disclosed that it intend

ded to conveene a meetingg of its shareeholders to seek

Agreemeent, BGS also

their approval to, am

mong other th

hings, amend

d the Charterr to permit ann additional two monthss

(until No

ovember 26, 2013) to con

nsummate su

uch businesss combinatioon (the “Exteension”). For

the reaso

ons outlined below, BGS

S intends to permit its shaareholders too redeem theeir shares forr a

pro rata portion of th

he funds in th

he Trust Acccount (as deffined below)) in conjuncttion with thee

sharehold

der vote on the Extensio

on.

BGS understaands that it is the positio

on of the stafff of the Com

mmission (thhe “Staff”) thhat

nstitute a ten

nder offer pur

ursuant to thee Securities Exchange Act of

such redeemption offeer would con

Michele M. Anderson, Esq., Chieef

Geoffrey

y D. Kruczek

k, Esq., Attorrney-Adviseer

Daniel F. Duchovny,, Esq., Speciial Counsel

U.S. Secu

urities and Exchange Co

ommission

September 19, 2013

Page 3

1934, as amended (th

he “Exchang

ge Act”). Hence, in connnection withh BGS’s meeeting of

sharehold

ders to appro

ove, among other things,, the Extensiion, BGS filed with the Commissionn a

Schedulee TO (Comm

mission File No. 005-867

764), includiing an Offer to Purchase for the

redemption of its shaares in accord

dance with the tender offfer rules undder the Exchhange Act (thhe

“Extensiion Tender Offer”). Asssuming its shareholderss approve thee Extension prior to the

nt number off its ordinaryy shares are not tenderedd in the Extennsion

Terminattion Date and a sufficien

Tender Offer, BGS th

hereafter intends

t

to cond

duct a second tender offe

fer for the buusiness

nt to separatee tender offer materials iin connectionn therewith (the

combinattion pursuan

“Acquisiition Tenderr Offer”) to permit its reemaining sh areholders too redeem theeir shares foor a

pro rata portion of th

he then remaiining funds held in the T rust Accounnt, as requireed by the

Charter. Both the Ex

xtension Ten

nder Offer an

nd the Acquiisition Tendeer Offer willl be conductted in

accordan

nce with Rulee 13e-4 and Regulation 14E under thhe Exchangee Act, other than the

on requested

d herein, and the tender offer materiaals will contaain all discloosures requirred

exemptio

and then available to BGS. In ad

ddition, shareeholders havve been provvided with diisclosure thaat the

consideraation for botth the Extenssion Tender Offer and thhe Acquisitioon Tender Offer will be

identical ($10.15 perr share).

Although BG

GS does not believe that the Extensioon Tender Offfer describeed herein in

further deetail creates the circumstances Rule 14e-5 was p romulgatedd to prevent, the Extensioon

Tender Offer may bee deemed to be a purchasse or an arranngement to purchase subbject securities

outside of the Acquissition Tendeer Offer and therefore incconsistent with Rule 14ee-5. BGS

thereforee requests thaat the Staff grant an exem

mption undeer Rule 14e-55 as discusseed herein.

The Com

mpany

BGS is a foreeign private issuer incorp

porated as a business com

mpany with limited liabiility

in the British Virgin Islands in March 2011. A registration statemennt (File No. 333-178780))

under thee Securities Act for BGS

S’s initial pub

blic offeringg (the “IPO””) was declarred effectivee on

March 20

0, 2012. On

n March 26, 2012, BGS sold 4,000,0000 units at a price of $100.00 per unitt in

the IPO. Each unit consisted of one ordinary

y share, no p ar value, andd one warrannt to purchasse

one ordin

nary share. Prior to the consummation of its IPO

O, BGS conssummated thhe private salle of

o its investorrs and underrwriters for $ 2.45 millionn. BGS’s orrdinary sharees,

3,266,667 warrants to

hereupon com

mmenced traading on the Nasdaq Cappital Market under the

warrants and units th

symbols “BGSC,” “B

BGSCW” an

nd “BGSCU,,” respectiveely.

Subsequent to

o the IPO, th

he net proceeeds from thee IPO and thee private salee of warrantts of

an aggreg

gate of appro

oximately $4

40 million ($

$10.15 per shhare), includding deferredd underwritiing

0,000, were deposited in

n an interest-bbearing trustt account (thhe “Trust

commissions of $800

Accountt”) pursuant to an Investm

ment Manag

gement Trustt Agreementt entered intoo with

Michele M. Anderson, Esq., Chieef

Geoffrey

y D. Kruczek

k, Esq., Attorrney-Adviseer

Daniel F. Duchovny,, Esq., Speciial Counsel

U.S. Secu

urities and Exchange Co

ommission

September 19, 2013

Page 4

Continen

ntal Stock Trransfer & Tru

ust Co. (the “Trust Agrreement”) peending consuummation of

BGS’s in

nitial businesss combinatiion or its liqu

uidation.

Pursuant to th

he Charter, iff BGS does not consumm

mate an initiial business combinationn by

the Term

mination Datee, it (i) is req

quired to disttribute the agggregate am

mount then onn deposit in the

Trust Account (less up to $50,000 of the net interest earnned thereon to pay dissollution expennses),

000 ordinary

y shares conttained in thee 4,000,000 units sold as part

pro rata, to holders of the 4,000,0

of its IPO

O by way of redemption and (ii) intends to ceasee all operatioons except foor the purposses of

ding up of itss affairs. Th

his redemptio

on of public shares from

m the aggregaate amount thhen

any wind

on depossit in the Tru

ust Account would be don

ne automaticcally as a funnction of its Charter (unnless

amended

d) and prior to any voluntary winding

g up, althouggh at all timees subject too the BVI

Business Companies Act, 2004 of the British

h Virgin Islan

ands (the “Coompanies Act”).

The Ten

nder Offers

The Acquisition Tender Offer. BGS qualifies as a foreign priivate issuer within the

meaning of Rule 3b-4

4 under the Exchange Act. Since BG

GS is a foreiign private issuer and is not

subject to

o Regulation

n 14A under the Exchang

ge Act, in acccordance w

with current guidance from

m

the Staff,, BGS must file a Schedu

ule TO if it provides its shareholders with the oppportunity too

redeem th

heir ordinary

y shares upo

on the consum

mmation of its initial buusiness combbination purssuant

harter. The Charter requires

u

redempttions to be e ffected at a per-share prrice, payablee in

to the Ch

cash, equ

ual to the agg

gregate amou

unt then on deposit in thhe Trust Acccount, includding interest (net

of taxes payable) div

vided by the number of th

hen outstandding ordinaryy shares thatt were sold as

he units in th

he IPO. BGS

S anticipatess that the perr share redem

mption price in the

part of th

Acquisitiion Tender Offer will bee $10.15 per share. The Acquisition Tender Offe

fer will be

conducteed in accordaance with thee tender offeer rules undeer the Exchannge Act. Thhe Acquisitioon

Tender Offer materiaals will be filled under co

over of Scheddule TO andd will include full

informatiion relating to the proposed businesss combinatioon, includingg business annd financial

informatiion relating to TransnetY

YX as well as pro formaa financial innformation, and will be

subject to

o review and

d comment by the Staff.

The Extension

n Tender Off

ffer. In orderr to permit sufficient tim

me for the preeparation off the

Acquisitiion Tender Offer materiaals and the documentatioon necessaryy for the connsummation of a

business combination

n, BGS has sent proxy materials to itts shareholdders to solicitt their approoval

to amend

d the Charterr to extend th

he period by

y which it muust consumm

mate its initiaal business

combinattion until No

ovember 26, 2013 (the “E

Extension Amendmentt”). Sharehoolders have also

been requ

uested to app

prove an am

mendment to the Trust Aggreement to permit the withdrawal of

om the Trust Account forr the purposee of paymennts to sharehoolders tendering pursuannt to

funds fro

the Exten

nsion Tenderr Offer and to extend thee date on whhich the Trusst Account must be

Michele M. Anderson, Esq., Chieef

Geoffrey

y D. Kruczek

k, Esq., Attorrney-Adviseer

Daniel F. Duchovny,, Esq., Speciial Counsel

U.S. Secu

urities and Exchange Co

ommission

September 19, 2013

Page 5

liquidated (the “Trusst Agreemen

nt Amendm

ment” and, coollectively with the Exteension

Amendm

ment, the “Sh

hareholder Proposals”). Since BGS

S is a foreignn private issuuer, its proxxy

materialss are not requ

uired to com

mply with Reegulation 14A

A under the Exchange Act and hencce

BGS prep

pared such proxy materiials in complliance with t he Companiies Act and filed such

materialss with the Co

ommission under cover of Form 6-K

K rather than pursuant to Schedule 144A

nor the expecctation of shhareholders th

that funds froom BGS’s IP

PO

under thee Exchange Act. To hon

held in th

he Trust Acccount would be returned to shareholdders promptlly after the Termination Date

ness combinaation was no

ot consummaated by that date, BGS has commencced the

if a busin

Extension

n Tender Offfer to permiit shareholdeers to redeem

m their shares for a pro raata portion of the

funds in the Trust Acccount ($10.15 per sharee) in conjuncction with their voting onn the Sharehholder

Proposals. The Exten

nsion Tendeer Offer mateerials includde informatioon regardingg the conductt of

the redem

mption as a tender offer in accordancce with the teender offer rules under the Exchangge

Act.

Both the prox

xy materials and the Exteension Tendder Offer matterials includde a summarry of

the Merg

ger Agreement and advisse shareholdeers that BGS

S intends to conduct the Acquisition

Tender Offer in conn

nection with the closing of the busineess combinaation. The prroxy materiaals

solicit sh

hareholder ap

pproval prim

marily to prov

vide additionnal time in thhe Charter fo

for BGS to

d conduct the Acquisitio

on Tender Offfer and to prepare, file and have thee

prepare, circulate and

Registrattion Statemeent declared effective. BGS advised shareholderrs in the Exteension Tendder

Offer maaterials that their right to receive redeemption pro ceeds in connjunction witth the Extennsion

Tender Offer is contiingent upon shareholder approval off the Sharehoolder Propossals. If holdeers

um of BGS’ss outstandingg ordinary shhares approvve the Extennsion

owning at least 65% of the quoru

Amendm

ment and at leeast 65% of BGS’s outsttanding ordinnary shares approve the Trust

ment, a shareh

holder could

d elect to: (i) receive (viaa the Extensiion Tender Offer

Agreemeent Amendm

materialss) $10.15 perr share from

m the Trust Account uponn the successsful conclusiion of the

Extension

n Tender Offfer or (ii) receive at a latter time (viaa the Acquisiition Tenderr Offer materrials)

the same pro rata porrtion of the Trust Accoun

nt, which wiill also be $110.15 per shaare, upon thee

successfu

ul conclusion

n of the Acq

quisition Ten

nder Offer annd consumm

mation of the business

combinattion.

In

n the event th

hat either off the Shareho

older Propossals is not appproved by BGS’s

sharehold

ders, the Exttension Tend

der Offer willl be withdraawn and the subsequent Acquisition

Tender Offer will not be conductted. Even iff the Sharehoolder Propossals are approoved by

sharehold

ders, there iss no assurancce that BGS will consum

mmate a busiiness combinnation prior to

he scenarios described inn this paragrraph, BGS will automatically

Novembeer 26, 2013. In any of th

liquidate in accordan

nce with its Charter and shareholderss would receeive $10.15 per share froom

the Trustt Account.

Michele M. Anderson, Esq., Chieef

Geoffrey

y D. Kruczek

k, Esq., Attorrney-Adviseer

Daniel F. Duchovny,, Esq., Speciial Counsel

U.S. Secu

urities and Exchange Co

ommission

September 19, 2013

Page 6

The Issu

ue

Rule 14e-5(a)) under the Exchange Acct provides that “[a]s a means reasonnably designned to

prevent fraudulent, deceptive or manipulative acts or praactices in connnection witth a tender offer

... no cov

vered person

n may directlly or indirecttly purchase or arrange to purchase any subject

securitiess or any related securitiees except as part of the teender offer.”” Rule 14e-55(a) further

ohibition app

plies from th

he time of puublic announncement of thhe tender offfer

provides that this pro

until the tender offer expires. Pu

ublic announ

ncement is deefined in Ruule 14e-5(c)(5) as “any oral

n communiccation by thee offeror or any person auuthorized to act on the offeror’s behhalf

or written

that is reaasonably dessigned to, orr has the effeect of, inform

ming the pubblic or securiity holders inn

general about the ten

nder offer.”

BGS is a coveered person under Rule 14e-5 with r espect to a tender offer it makes to

acquire itts own securrities. BGS filed a Form

m 6-K disclossing the entrry into the Merger

o conduct thee Acquisitioon Tender Offfer in conneection with tthe

Agreemeent as well ass its intent to

closing of the business combination. The Fo

orm 6-K, as well as the Extension Teender Offer

materialss, also discussses the subssequent Acqu

uisition Tennder Offer inn general term

ms since the

Acquisitiion Tender Offer and thee existence of the Mergeer Agreemennt are materiaal facts

necessary

y to make th

he statementss about the proposed trannsaction com

mplete and not misleadinng to

hareholders. BGS’s solicitation of proxies to appprove the Shhareholder Proposals,

BGS’s sh

coupled with BGS prroviding shaareholders a right to redeeem their orddinary sharess for a pro raata

portion of funds held

d in the Trustt Account, may be vieweed as an “arrrangement” by BGS to

purchase shares of BGS outside of the Acquiisition Tendeer Offer. Coonsequently,, absent relieef

from Rulle 14e-5, BG

GS may be in

n violation off Rule 14e-55 due to an unavoidable conflict amoong

the terms of the Merger

its obligaations to: (i) fully disclosse the provissions in its Charter and th

Agreemeent, and (ii) comply with

h its obligatio

ons under itss stock exchaange listing and the

Exchange Act to prov

vide prompttly material information to shareholdders about thhe Acquisitioon

Tender Offer and thee Transaction

n. Furtherm

more, the prohhibitions of Rule 14e-5(aa) would, abbsent

relief, preevent BGS from extendiing its corpo

orate existencce, an optionn available too domestic

SPACs.

Discussio

on

We believe th

he scenario for which BG

GS is requessting an exem

mption is nott the type thaat

Rule 14ee-5 was desig

gned to prevent. The Co

ommission inn Release Noo. 34-42055 stated, “Rulle

14e-5 will continue to protect inv

vestors by prreventing ann offeror from

m extending greater or

different consideratio

on to some security hold

ders outside t he offer, whhile other seccurity holderrs are

o the offer’s terms.”

limited to

Michele M. Anderson, Esq., Chieef

Geoffrey

y D. Kruczek

k, Esq., Attorrney-Adviseer

Daniel F. Duchovny,, Esq., Speciial Counsel

U.S. Secu

urities and Exchange Co

ommission

September 19, 2013

Page 7

In

n the BGS sccenario, wheether through

h the Extension Tender Offer or the subsequent

Acquisitiion Tender Offer (assum

ming the Exteension is appproved and the business combinationn is

consumm

mated), BGS’s sharehold

ders will be entitled to reeceive the sam

ame considerration. BGS’s

sharehold

ders will be given the op

pportunity to

o vote with reespect to thee Extension and, irrespecctive

of such vote, elect to receive a prro rata portio

on of the Truust Account currently orr subsequentlly

mation of thhe

through either the Accquisition Teender Offer or upon liquuidation (failling consumm

business combination

n or the Exteension). Thee Extension Tender Offeer and the suubsequent

ure do not, in

n BGS’s view

w, impair thee ability of BGS’s

Acquisitiion Tender Offer structu

sharehold

ders to eitherr redeem theeir ordinary shares for a pro rata porttion of the Trust Accounnt or

participatte in the proposed business combinaation.

In

n the Apachee Corporatio

on (October 7, 1993) no--action letterr, Apache Coorporation

(“Apache”) was attem

mpting to accquire 80% of the outstaanding comm

mon stock off Hadson Eneergy

on (“HERC”). To achieeve this, Apaache, an acqquisition subssidiary of

Resourcees Corporatio

Apache and HERC entered into a merger agrreement withh a concurrennt tender offfer of the

remainin

ng outstandin

ng shares of HERC. Thee Apache tennder offer woould take efffect only if the

merger was not appro

oved by the high vote reequired by thhe Delaware anti-takeoveer statute. As a

result, the remaining HERC shareholders

r

wo

ould have thee opportunityy to participate in both thhe

ve the same c onsideratioon for their shhares. Apacche

merger and the tendeer offer and would receiv

was conccerned that th

he HERC prroxy solicitattion and the Apache tendder offer couuld be constrrued

to violatee Rule 10b-1

13 (now Rulee 14e-5) und

der the Exchange Act. Inn exemptingg the transacttion

from Rulle 14e-5, the Commissio

on expressly relied upon the fact thatt (i) the remaaining HERC

C

sharehold

ders were alll provided an

n opportunitty to particippate in both the merger and the tendeer

offer, (ii)) the consideeration to be received by

y the remainiing HERC shhareholders for the sharees

would bee the same whether the merger or thee tender offeer was effected, and (iii) Apache wouuld

only effeect the tenderr offer if the merger wass not consum

mmated. Seee also CoolB

Brands

Internatio

onal Inc. (Ju

uly 12, 2000)).

In

n the Blue Wolf Magnollia Holdings Corp. (Apriil 16, 2013) no-action lettter, Blue Wolf

Magnoliaa Holdings Corp. (“Bluee Wolf”) wass a SPAC coonducting tw

wo tender offfers in a veryy

similar manner as thee tender offeers to be conducted by BGS. In exem

mpting the trransaction frrom

Rule 14ee-5, the Com

mmission noteed in particu

ular that: (i) Blue Wolf ccould not connsummate thhe

potential business combination prior to its terrmination daate; (ii) Bluee Wolf was required to

publicly disclose the existence off its Memoraandum of Unnderstandingg in its Extennsion Tenderr

Offer doccuments; (iiii) the consid

deration to bee paid to Bluue Wolf’s shhareholders in its Extensiion

fer would be identical, annd this was disclosed in its

Tender Offer and its Acquisition Tender Offe

Extension

n Tender Offfer documen

nts; (iv) sharreholders whho did not tender their shhares in its

n Tender Offfer would bee permitted to tender theeir shares in the Acquisittion Tender

Extension

Michele M. Anderson, Esq., Chieef

Geoffrey

y D. Kruczek

k, Esq., Attorrney-Adviseer

Daniel F. Duchovny,, Esq., Speciial Counsel

U.S. Secu

urities and Exchange Co

ommission

September 19, 2013

Page 8

Offer; an

nd (v) the Ex

xtension Tender Offer wo

ould be condducted in acccordance with the tenderr

offer rulees under the Exchange Act, except fo

or the exempption specifiically granted therein.

As in Apachee and Blue Wolf, the rem

maining shareeholders of BGS who doo not chose to

redeem th

heir shares in the Extenssion Tender Offer will sttill have the opportunityy to participaate in

the busin

ness combinaation and thee Acquisition

n Tender Offer.

f

As discclosed in the Extension

Tender Offer materiaals, shareholders will recceive the ide ntical considderation ($100.15 per shaare)

upon redemption

d

of their shares pursuant to the Acquisitiion Tender Offer as sharreholders whho

he Extension

n Tender Offer.

f

Sharehoolders will also receive the identicall

elect redeemption in th

consideraation ($10.15

5 per share) in the eventt BGS is requuired to liquuidate as a reesult of its faailure

to consum

mmate the business com

mbination or the Extensioon. In additiion, the Exteension Tendeer

Offer and

d the Acquissition Tenderr Offer are mutually excclusive since shareholderrs are only able

b

to tenderr their sharess once. How

wever, shareh

holders who do not tendeer their sharees in the

n Tender Offfer will still be able to teender their s hares in the Acquisitionn Tender Offfer.

Extension

Furtherm

more, shareho

olders have received all material infoormation avaailable to BG

GS.

Accordin

ngly, it is ourr view that any violation

n of Rule 14ee-5 is techniical and not of a nature thhat

would bee injurious to

o the interestts of those peersons that Rule 14e-5 was designedd to safeguarrd.

Why Exeemptive Relief is Necesssary

BGS has a co

ompelling neeed for the ex

xemptive rellief requested. Since BG

GS has identtified

a businesss combinatiion that it believes would

d benefit its shareholders but is unabble to complete

the busin

ness combinaation in the time permitteed by its Charter, BGS determined that it was inn the

best interrests of its sh

hareholders to seek an ex

xtension of i ts corporatee existence. Since BGS is

required pursuant to the Charter to automaticcally liquidatte the Trust Account andd distribute to its

public sh

hareholders the pro rata portion of th

he then remaiining funds held in the Trust Accounnt in

the absen

nce of a business combin

nation, and because suchh requiremennt was descriibed in BGS

S’s

IPO prosspectus, BGS

S determined

d that it was necessary too amend the Charter andd the Trust

Agreemeent to both ex

xtend its corrporate existeence and to enable shareeholders to receive the pro

rata portiion of the theen remaining

g funds held

d in the Trustt Account inn connection with the

Extension

n.

Since BGS (i) determined

d that it is in

n the best inteerests of its shareholderss to extend itts

hareholder reedemptions in connectioon therewithh and (ii) is a

corporatee existence and permit sh

foreign private issuerr and thus is not subject to Regulatioon 14A undeer the Exchannge Act, BG

GS is

required to conduct a tender offer to allow itss shareholdeers to redeem

m their shares without fully

liquidatin

ng the Trust Account (ass opposed to being perm

mitted to do soo pursuant too a proxy

nt as a domesstic issuer wo

ould be perm

mitted to do)). In additionn, since BGS

S had entereed

statemen

into the Merger Agreeement, whicch is clearly material to s hareholderss, BGS was required to

Michele M. Anderson, Esq., Chief

Geoffrey D. Kruczek, Esq., Attorney-Adviser

Daniel F. Duchovny, Esq., Special Counsel

U.S. Securities and Exchange Commission

September 19, 2013

Page 9

disclose the Merger Agreement's existence in the Extension Tender Offer documents, which

triggered the announcement of the Acquisition Tender Offer. Given the legal requirements

applicable to it, BGS could not have extended its corporate existence other than through the

Extension Tender Offer and by concurrently announcing the Acquisition Tender Offer.

Therefore, BGS believes that the exemptive relief requested is appropriate.

Request for Exemption

For the above reasons, we hereby respectfully request that the Staff provide an exemption

pursuant to Rule 14e-5.

Should the Staff disagree with any of the views discussed in this letter, we would

appreciate an opportunity to discuss the matter with the Staff before it issues a written response

to this letter. Please contact Heather Carmody at (215) 979-1202 or via email at

hcarmody@duanemorris.com. Thank you in advance for your consideration of this matter. In

accordance with footnote 68 of Release No. 33-7427 (July 1, 1997), we are transmitting a copy

of this letter by email.

Very truly yours,

Duane Morris LLP

cc:

Cesar Baez, Chief Executive Officer

BGS Acquisition Corp .