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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF

CORPORATION FINANCE

September 1, 2016

Via Facsimile and U.S. Mail

Brad Brasser, Esq.

Jones Day

77 W. Wacker, Suite 3500

Chicago, Illinois 60601-1692

RE:

The Procter & Gamble Company Exchange Offer

Dear Mr. Brasser:

We are responding to your letter dated September 1, 2016 addressed to Michele M.

Anderson and Perry J. Hindin, as supplemented by telephone conversations with the Staff,

with regard to the Procter and Gamble Company’s request for no-action relief. To avoid

having to recite or summarize the facts set forth in your letter, our response is attached to

the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter

have the same meaning as in your letter.

On the basis of your representations and facts presented in your letter, the Staff of the

Division of Corporation Finance will not recommend that the Commission take

enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under

the Exchange Act if P&G conducts the Exchange Offer in the manner described in your

letter. In issuing these no-action positions, we considered the following facts, among

others:

•

P&G’s disclosure of a specified dollar value of Galleria common stock (which will

be converted into the right to receive Coty class A common stock in the Merger on

a one for one merger conversion ratio) that tendering P&G security holders will

receive in exchange for a dollar value of tendered P&G common stock (subject to

an upper limit on the exchange ratio);

•

The Pricing Mechanism for determining the number of shares of Galleria common

stock to be received in exchange for shares of P&G common stock will be

disclosed in the tender offer materials disseminated to security holders;

•

The Pricing Mechanism will remain constant throughout the duration of the

Exchange Offer, and if there is a change in the Pricing Mechanism, the Exchange

Offer will remain open for at least ten business days thereafter;

•

P&G will provide a toll-free number and a website that its security holders can use

to obtain daily indicative exchange ratios and, after announcement of the final

Brad Brasser, Esq.

Jones Day

September 1, 2016

Page 2 of 3

exchange ratio, the final exchange ratio (including whether the upper limit to the

exchange ratio is in effect);

•

P&G will publish the final exchange ratio (including an announcement whether the

limit on the exchange ratio is in effect) in a press release and on the website no later

than 9:00 a.m., New York City time, on the trading day immediately preceding the

expiration date, file the information as a Rule 425 filing pursuant to Rule 165 of the

Securities Act of 1933, and file an amendment to its Schedule TO on the same date

setting forth the same information;

•

P&G will make available forms of notice of guaranteed delivery and a notice of

withdrawal in its printed materials, and will disclose the procedures for after-hours

tenders and withdrawal, including the times and methods by which tenders and

withdrawals must be made;

•

P&G common stock and Coty class A common stock are listed on the NYSE; and

•

P&G’s view that the trading prices for Coty class A common stock are an

appropriate proxy for the price of Galleria common stock.

The foregoing no-action positions are based solely on your representations and the facts

presented in your letter dated September 1, 2016, as supplemented by telephone

conversations with the Commission Staff. This relief is strictly limited to the application

of the rules listed above to use of the Pricing Mechanism and with respect to P&G’s

specification of the number of shares of P&G common stock sought in the Exchange Offer.

P&G should discontinue the Exchange Offer pending further consultations with the Staff if

any of the facts or representations set forth in your letter change.

Brad Brasser, Esq.

Jones Day

September 1,2016

Page 3 of3

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

federal securities laws,including Sections 9(a), 10(b)and 14(e)ofthe Exchange Act and

Rules lOb-5 and 14e-3 thereunder. Responsibility for compliance with these and any other

applicable provisions ofthe federal securities laws rests with the participants in the

Exchange Offer. The Division of Corporation Finance expresses no view with respect to

any other questions that the Exchange Offer may raise, including, but not limited to,the

adequacy ofthe disclosure concerning,and the applicability ofany other federal or state

laws to,the Exchange Offer. This response expresses the Division's position on

enforcement action only and does not express any legal conclusion on the question

presented.

Sincerely,

For the Division ofCorporation

Finance,

Michele M.Anderson

Associate Director, Legal

Division ofCorporation Finance

JONES DAY

77 WEST WACKER • CHICAGO, ILLINOIS 60601 1692

TELEPHONE: + 1.312.782.3939 • FACSIMILE: + 1.312.782.8585

September I, 2016

No-Action Request

Rules J3e-4(d)(l), J3e-4(e)(3),

13e-4(f)(l)(ii) and 14e-l(b)

Via Email

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street, N.E.

Washington, D.C. 20549-3628

Attn:

Michele Anderson, Associate Director (Legal)

Perry J. Hindin, Special Counsel

Re:

The Procter & Gamble Company Exchange Offer

Ladies and Gentlemen:

We are writing on behalf of our client, The Procter & Gamble Company ("P&G"), an Ohio corporation, in

connection with a proposed exchange offer. P&G, Galleria Co., a wholly owned subsidiary of P&G ("Galleria

Company"), Coty Inc. ("Coty"), and Green Acquisition Sub Inc., a wholly owned subsidiary of Coty ("Merger

Sub") have entered into a Transaction Agreement (the "Transaction Agreement") to implement a combination (the

"Transaction") of certain assets and liabilities relating to the beauty business of P&G (the "Subject Business") with

Coty in a "Reverse Morris Trust" transaction. As part of the implementation of the Transaction, P&G will conduct

an offer to exchange all the outstanding shares of Galleria Company common stock ("Galleria Company common

stock") for shares of P&G common stock ("P&G common stock") as described below (the "Exchange Offer"). As

promptly as practicable following completion of the Exchange Offer, Merger Sub will merge (the "Merger") with

and into Galleria Company, with Galleria Company surviving the merger and becoming a wholly owned subsidiary

of Coty, and each share of Galleria Company common stock will be automatically converted into the right to receive

one share of Coty class A common stock ("Coty class A common stock").

The Exchange Offer adopts substantially the same pricing mechanism as the one used by (i) Baxter

International, Inc. ("Baxter") in its exchange offer (the "Baxter Exchange Offer") with respect to the common stock

of Baxalta Incorporated, (ii) General Electric Company ("GE") in its exchange offer (the "GE Exchange Offer")

with respect to the common stock of Synchrony Financial, (iii) Bristol-Myers Squibb Company ("BMS") in its

exchange offer (the "BMS Exchange Offer") with respect to the common stock of Mead Johnson Nutrition

Company and (iv) P&G in its exchange offer (the "P&G/Smucker Exchange Offer") with respect to the shares of

The J.M. Smucker Company as part of a Reverse Morris Trust transaction, all of which employed "day 18" pricing

mechanisms, as described below. The proposed pricing mechanism for the Exchange Offer is also similar to the one

used by (i) The Dow Chemical Company ("TDCC") in its exchange offer (the "TDCC Exchange Offer") with

respect to the common stock of Olin Corporation as part of a Reverse Morris Trust transaction, (ii) Weyerhaeuser

Company ("Weyerhaeuser") in its exchange offer (the "Weyerhaeuser-Tri Pointe Exchange Offer") with respect to

the common stock of Tri Pointe Homes, Inc. as part of a Reverse Morris Trust transaction, (iii) CBS Corporation

Under the Transaction Agreement, P&G may elect, in its sole discretion, to distribute the stock of Galleria Company to P&G's

shareholders in either a one-step spin-off or an exchange offer.

ALKHOBAR

•

DUBAI

DOSSELDORF

•

FRANKFURT

MEXICO CITY

•

MILAN

MADRID

•

AMSTERDAM

SAN FRANCISCO

•

ATLANTA

SAO PAULO

•

BEIJING

•

MOSCOW

SHANGHAI

•

BOSTON

HONG KONG

•

MUNICH

•

BRUSSELS

HOUSTON

•

SILICON VALLEY

NEW YORK

•

CHICAGO

IRVINE

•

PARIS

SINGAPORE

•

CLEVELAND

JEDDAH

•

PITTSBURGH

SYDNEY

•

TAIPEI

COLUMBUS

LONDON

•

RIYADH

TOKYO

•

DALLAS

LOS ANGELES

•

SAN DIEGO

WASHINGTON

U.S. Securities and Exchange Commission

September 1, 2016

Page 2

JONES DAY

("CBS") in its exchange offer (the "CBS Exchange Offer") with respect to the common stock of CBS Outdoor

Americas Inc., (iv) Pfizer Inc. ("Pfizer") in its exchange offer (the "Pfizer Exchange Offer") with respect to the

Class A common stock of Zoetis, Inc., (v) Halliburton Company ("Halliburton") in its exchange offer (the

"Halliburton Exchange Offer") with respect to the common stock of KBR, Inc., (vi) Weyerhaeuser in its exchange

offer (the "Weyerhaeuser-Domtar Exchange Offer") with respect to the common stock of Domtar Corporation, (vii)

McDonald's Corporation ("McDonald's") in its exchange offer (the "McDonald's Exchange Offer") with respect to

the Class B Common Stock of Chipotle Mexican Grill, Inc., (viii) PPG Industries, Inc. ("PPG") in its exchange offer

(the "PPG Exchange Offer") with respect to the common stock of Georgia Gulf Corporation as part ofa Reverse

Morris Trust transaction, and (ix) Kraft Foods Inc. ("Kraft") in its exchange offer (the "Kraft Exchange Offer") with

respect to the common stock of Ralcorp Holdings, Inc. as part of a Reverse Morris Trust transaction, all of which

employed "day 20" pricing mechanisms, as described below. The Baxter Exchange Offer, the GE Exchange Offer,

the BMS Exchange Offer, the P&G/Smucker Exchange Offer, the TDCC Exchange Offer, the Weyerhaeuser-Tri

Pointe Exchange Offer, the CBS Exchange Offer, the Pfizer Exchange Offer, the Halliburton Exchange Offer, the

Weyerhaeuser-Domtar Exchange Offer, the McDonald's Exchange Offer, the PPG Exchange Offer and the Kraft

Exchange Offer, are collectively refe1Ted to herein as the "Similar Exchange Offers." 2

We respectfully request that the Staff confirm that it will not recommend that the U.S. Securities and

Exchange Commission (the "Commission") take enforcement action pursuant to Rule l 3e-4( d)( 1) (requiring the

specification of consideration offered and the specification of the total number of securities sought in an issuer

tender offer), Rule 13e-4(e)(3) (requiring such an offer remain open for at least ten business days from the date that

notice of a change in the price or the amount of securities sought is disseminated to security holders), and Rules l 3e

4(t)( l )(ii) and 14e- l (b) (requiring such an offer remain open for at least ten business days from the date that notice

of a change in the consideration offered or a change in the percentage of the class of securities being sought is first

published, sent or given to security holders) under the Securities Exchange Act of 1934, as amended (the "Exchange

Act") with respect to the pricing mechanism for the Exchange Offer as described below (the "Pricing Mechanism")

and with respect to the specification of the number of shares sought in the Exchange Offer as described below. The

issues presented are substantially identical to those to which the Staff did not object in connection with the Baxter,

GE, BMS and P&G/Smucker Exchange Offers. The issues presented are also similar to those to which the Staff did

not object in the TDCC, Weyerhaeuser-Tri Pointe, CBS, Pfizer, Kraft, Halliburton, Weyerhaeuser-Domtar,

McDonald's and PPG Exchange Offers, but with the simplified time-table and procedures like that used in Baxter,

GE, BMS and P&G/Smucker and by Lazard Freres & Co. ("Lazard") in its offer (the "Lazard Offer") and TXU

Corp ("TXU") in its offer (the "TXU Offer"). 3

BACKGROUND

Parties to tlte Transaction

P&G

P&G is a publicly held company organized under the laws of Ohio. P&G is focused on providing branded

consumer packaged goods of superior quality and value to improve the lives of the world's consumers. P&G was

incorporated in Ohio in 1905, having been built from a business founded in 1837 by William Procter and James

Gamble. Today, P&G sells its products in more than 180 countries and territories, including brands such as Always,

Ambi Pur, Ariel, Bounty, Charmin, Crest, Dawn, Downy, Fairy, Febreze, Gain, Gillette, Head & Shoulders, Lenor,

Olay, Oral-B, Pampers, Pantene, SK-II, Tide, Vicks and Whisper. As of June 30, 2015, P&G owned and operated 29

manufacturing sites located in 21 different states or territories in the United States and 100 manufacturing facilities

in 38 other countries. Many of the domestic and international sites manufacture products for multiple businesses.

See Baxter International Inc. (avail. Apr. 21, 2016): General Electric Company (avail. Oct. 19, 2015); Bristol-Myers Squibb

Company (avail. Nov. 16, 2009) and The Procter & Gamble Company (avail. Oct. 8, 2008). See also The Dow Chemical

Company (avail. Sept. 2, 2015); Weyerhaeuser Company (avail. June 26, 2014); CBS C01poration (avail. June 11, 2014); Pfizer

Inc. (avail. May 22, 2013); Halliburton Company (avail. Mar. 21, 2007): Weyerhaeuser Company (avail. Feb. 23, 2007);

McDonald's Corporation (avail. Sept. 27, 2006); PPG Industries. Inc. (avail. Dec. 21, 2012); and Kraft Foods Inc. (avail. July I,

2008).

J See Lazard Freres & Co. (avail. Aug.

NAI-1501017861 v4

11, 1995) and TXU C01poration (avail. Sept. 13, 2004).

U.S. Securities and Exchange Commission

September 1, 2016

Page 3

JONES DAY

For the fiscal years ended June 30, 2015 and 2014, P&G had net sales of $70.749 billion and $74.401

billion, respectively, and operating income of $11.049 billion and $13.910 billion, respectively.

P&G is a well-known seasoned issuer, subject to the information reporting requirements of the Exchange

Act pursuant to Section 12(b) thereof. Accordingly, it files with the Commission periodic reports, proxy statements

and other information relating to P&G's business, financial results and other matters. P&G is current in its periodic

reporting obligations under the Exchange Act.

As of March 31, 2016, there were 2,661,851,865 shares of P&G common stock outstanding. P&G

common stock is listed on the New York Stock Exchange (the "NYSE") and the NYSE Euronext-Paris. Each share

of P&G common stock is entitled to one vote per share for all matters submitted to a vote of shareholders.

Galleria

Galleria Company is a Delaware corporation and a wholly owned subsidiary of P&G. Galleria Company

was organized on June 25, 2015 for the purpose of effecting the separation of the Subject Business from P&G.

Galleria Company has no material assets or liabilities of any kind, other than those incident to its formation and

those acquired or incurred in connection with the Transaction.

Coty

Coty is a publicly held company organized under the Jaws of Delaware. Coty is a leading global beauty

company. Founded in Paris in 1904, Coty is a pure play beauty company with a portfolio of well-known brands that

compete in the three segments in which Coty operates: Fragrances, Color Cosmetics and Skin & Body Care. Coty

currently holds the #2 global position in fragrances, the #4 global position in color cosmetics and has a strong

regional presence in skin and body care. Coty's top 10 brands, which Coty refers to as its "power brands," generated

72% of its net revenues in fiscal 2015 and comprise the following globally recognized brands: adidas, Calvin Klein,

Chloe, DAVIDOFF, Marc Jacobs, OP!, philosophy, Playboy, Rimmel and Sally Hansen. Coty's brands compete in

all key distribution channels across both prestige and mass markets and in over 130 countries and territories.

For the fiscal years ended June 30, 2015 and 2014, Coty had $4.395 billion and $4.552 billion of net

revenues, respectively, and generated operating income of$395.l million and $25.7 million, respectively.

Coty is a well-known seasoned issuer, subject to the information reporting requirements of the Exchange

Act pursuant to Section 12(b) thereof. Accordingly, it files with the Commission periodic reports, proxy statements

and other information relating to its business, financial results and other matters. We understand that Coty is current

in its periodic reporting obligations under the Exchange Act.

As of March 31, 2016, there were 76,829,900 shares of Coty class A common stock outstanding. Coty

class A common stock is listed on the NYSE. As of March 31, 2016, there were 262,062,370 shares of Coty class B

common stock ("Coty class B common stock") outstanding. Coty class B common stock is not listed for trading on

any national securities exchange. Each share of Coty class A common stock is entitled to one vote per share for all

matters submitted to a vote of stockholders. Each share of Coty class B common stock is entitled to ten votes per

share for all matters submitted to a vote of shareholders. In connection with the Transaction, all shares of Coty class

B common stock will be converted into shares of Coty class A common stock as described below under "-The

Steps of the Transaction-Conversion of Coty Class B Common Stock."

Merger Sub

Merger Sub is a Delaware corporation and a direct wholly owned subsidiary of Coty that was organized on

June 23, 2015 specifically for the purpose of completing the Merger. Merger Sub has engaged in no business

activities to date and has no material assets or liabilities of any kind, other than those incident to its formation and

those acquired or incurred in connection with the Transaction.

The Steps ofthe Transaction

The terms of the Transaction, including the Exchange Offer, are more fully described in the prospectus (the

"Prospectus") included in the (i) Registration Statement on Form S-4 I S-1 (No. 333-210857) originally filed by

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Galleria Company on April 22, 2016 and amended thereafter and (ii) Registration Statement on Form S-4 (No. 333

210856) originally filed by Coty on April 22, 2016 and amended thereafter. The Transaction, including the

Exchange Offer, will also be described in a Schedule TO to be filed by P&G at the time of commencement of the

Exchange Offer (as so amended from time to time, the "Schedule TO"). Set forth below is a description of the key

components of the Transaction.

Separation ofthe Subject Business

P&G will transfer to Galleria Company certain assets relating to the Subject Business, including certain

subsidiaries of P&G. Galleria Company will also assume certain liabilities associated with the Subject Business.

Galleria Company Recapitalization

Prior to the Distribution (defined below), and in partial consideration for the assets of the Subject Business

transferred from P&G to Galleria Company, Galleria Company will be recapitalized in the following manner:

•

Galleria Company will issue and deliver to P&G a number of additional shares of Galleria Company

common stock such that P&G will hold a specified number of shares of Galleria Company common

stock, 4 all of which shares of Galleria Company common stock P&G will dispose of in the

Distribution; and

•

Galleria Company will use all or a portion of the proceeds of the indebtedness it incurs on or prior to

the date of the recapitalization described above, along with any cash contributed by P&G, to purchase

or otherwise obtain the assets of the Subject Business from P&G or its subsidiaries. Galleria Company

will distribute to P&G, prior to the Distribution of shares described below, any borrowed amounts

remaining after funding these asset purchases.

Conversion ofCoty Class B Common Stock

JAB Cosmetics B. V., the holder of all outstanding shares of Coty class B common stock, will, subject to

satisfaction or waiver of the conditions to closing of the Merger set forth in the Transaction Agreement (other than

those conditions that by their nature or pursuant to the terms of the Transaction Agreement are to be satisfied at or

immediately prior to the closing), irrevocably elect, no later than two business days prior to the closing of the

Merger, to convert its shares of Coty class B common stock into shares of Coty class A common stock. Following

this conversion, Coty class A common stock will be Coty's only class of common stock outstanding.

The Distribution - Exchange Offer

Following the transactions described above, P&G will distribute its shares of Galleria Company common

stock to P&G shareholders. P&G currently expects to make this distribution through the Exchange Offer. In the

Exchange Offer, P&G would offer to P&G shareholders the right to exchange all or a portion of their shares of P&G

common stock for shares of Galleria Company common stock. In the event that the Exchange Offer is completed

but not fully subscribed, P&G would distribute by means of a dividend any remaining shares of Galleria Company

common stock to P&G shareholders (after giving effect to the Exchange Offer) on a pro rata basis (any such

dividend, together with the Exchange Offer, the "Distribution").

This amount will be calculated on the last practicable date prior to the commencement of the Exchange Offer and will be the

product of(i) thirteen twelfths (13/12) and (ii) the sum of(A) the aggregate number of shares of Coty class A common stock and

Coty series A preferred stock outstanding on the date of calculation, including any shares of Coty class A common stock

repurchased by Coty between August 13, 2015 and the 30th day prior to the commencement date or the Exchange Offer, and

(ii) the aggregate number of shares of Coty class A common stock issuable pursuant to options, warrants, rights, subscriptions,

claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, eontingent or

otherwise pursuant to which Coty is or may become obligated to issue shares of any of Caty's capital stock (other than Coty

series A preferred stock) and any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any Coty

capital stock outstanding on the date of calculation (including restricted stock units, phantom units, options and any shares of

Coty class B common stock that will be converted into Coty class A common stock), whether contingent, vested or unvested, or

otherwise (without giving effect to any "cashless exercise" or similar features).

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The Merger

As promptly as practicable following the completion of the Distribution, Merger Sub will merge with and

into Galleria Company, with Galleria Company surviving the Merger and becoming a wholly owned subsidiary of

Coty. Each share of Galleria Company common stock will be automatically converted into the right to receive one

fully paid and nonassessable share of Coty class A common stock.

II. THE EXCHANGE OFFER

P&G is adopting the Pricing Mechanism (described below) for the Exchange Offer. The terms of the

Exchange Offer are more fully described in the Prospectus. Participation in the Exchange Offer is voluntary, and

P&G and Coty have not made and will not make any recommendation about whether anyone should participate.

P&G's directors and officers may participate in the Exchange Offer, but the terms of the offer do not provide them

with any advantage relative to other P&G shareholders.

As in the Similar Exchange Offers, the Exchange Offer does not set forth a fixed exchange ratio at the

outset of the Exchange Offer. Rather, the Exchange Offer price is expressed as a ratio of Galleria Company

common stock for each $1.00 of P&G common stock tendered pursuant to the Exchange Offer (subject to the upper

limit on the exchange ratio described below). This value relationship will reflect a discount to the estimated value of

Galleria Company common stock (based on the value of the Coty class A common stock that Galleria Company

common stock will be converted into the right to receive) in order to encourage participation in the Exchange Offer.

Consistent with the Similar Exchange Offers (other than the McDonald's Exchange Offer), 5 the Pricing

Mechanism will calculate the per-share values for P&G common stock and Coty class A common stock by reference

to the simple arithmetic average of the daily volume-weighted average price (or daily "VWAP") of each stock over

a three-business day period (the "Averaging Period"). Whereas in the TDCC, Weyerhaeuser-Tri Pointe, CBS, Pfizer,

Kraft, Halliburton, Weyerhaeuser-Domtar and McDonald's Exchange Offers, per-share values of underlying stocks

were determined by reference to the daily VW AP of each stock during an averaging period ending on and including

the expiration date of the Exchange Offer, the Averaging Period, consistent with the Baxter Exchange Offer, the GE

Exchange Offer, the BMS Exchange Offer, the P&G/Smucker Exchange Offer, the Lazard Offer and the TXU

Offer, will end on and include the second trading day preceding the expiration date, allowing investors two full

trading days to consider the final exchange ratio and decide to tender or withdraw. Also, consistent with Baxter, GE,

BMS, P&G/Smucker and the other Similar Exchange Offers, the trading data to be used to set the value of P&G

common stock and Coty class A common stock will be the trading data for P&G common stock and Coty class A

common stock, respectively, on the NYSE. The daily VWAP for P&G common stock and Coty class A common

stock will be the VW AP per share of the applicable stock on the NYSE during the period beginning at 9:30 a.m.,

New York City time (or the then official open of trading), and ending at 4:00 p.m., New York City time (or the then

official close of trading), on such day. The daily VWAP for P&G common stock and Coty class A common stock

will be detennined by P&G for each day during the Averaging Period, and P&G will calculate the simple arithmetic

average of such VWAPs of each stock. P&G believes that the Averaging Period offers shareholders a reasonable

balance between the objectives of providing the most current pricing practicable, while reducing price distortions

that could occur if prices were established at a single point in time.

Consistent with the Similar Exchange Offers, P&G shareholders participating in the Exchange Offer will

receive a maximum number of shares of Galleria Company common stock for each share of P&G common stock

accepted for exchange, which limit will be established using the closing price for P&G common stock on the last

trading day prior to the commencement of the Exchange Offer, and a discount to the closing price for Coty class A

common stock on such date (refe1Ted to as the "upper limit"). This upper limit is intended to protect non-tendering

holders of P&G common stock against an unusual or unexpected drop in the trading price of Coty class A common

stock, relative to the trading price of P&G common stock, and the prospective loss of value to them (as continuing

P&G shareholders) if Galleria Company common stock were exchanged at an unduly high exchange ratio. No later

than 9:00 a.m., New York City time, on the trading day immediately following the Averaging Period, which will be

the trading day immediately preceding the expiration date, P&G will issue a press release and make a Rule 425

filing with the Commission to announce the final exchange ratio and whether the upper limit is in effect leaving

The calculated per-share values for McDonald's common stock and Chipotle class A common stock was determined based upon

volume-weighted average pricing of each stock over a two-day period.

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P&G shareholders two trading days to tender or withdraw. Consistent with the Similar Exchange Offers, the

Exchange Offer will not include any minimum exchange ratio because, were such a limit to be triggered, it would

provide tendering shareholders with a windfall return for P&G common stock tendered and accepted, and could

potentially unduly harm non-tendering holders of P&G common stock.

Also consistent with the Similar Exchange Offers, if, upon the expiration of the Exchange Offer, P&G

shareholders have validly tendered more P&G common stock than P&G is able to accept for exchange, P&G will

accept for exchange P&G common stock validly tendered and not withdrawn by each tendering shareholder on a pro

rata basis (other than with respect to odd-lot tenders). P&G will first calculate a "Proration Factor," which will equal

(i) the total number of shares of P&G common stock that P&G is able to accept (taking into account the final

exchange ratio) divided by (ii) the total number of shares of P&G common stock validly tendered and not withdrawn

(in all cases after adjustment for odd-lot tenders that are not subject to proration as described below). The Proration

Factor will then be applied to each P&G shareholder with respect to the total number of shares of P&G common

stock validly tendered by such P&G shareholder pursuant to the Exchange Offer and not withdrawn (except for

holders of less than I 00 shares of P&G common stock who validly tender all of their shares and elect not to be

subject to proration). The final proration will be adjusted as necessary to ensure the exchange of all shares of

Galleria Company common stock owned by P&G.

The trading prices for Coty class A common stock are, in P&G's view, an appropriate proxy for the

theoretical trading prices for Galleria Company common stock, as (i) the number of shares of Galleria Company

common stock to be issued to P&G (and distributed to the participating P&G shareholders) will be calculated on the

basis of the number of issued and outstanding shares of Coty class A common stock and (ii) upon consummation of

the Merger, all outstanding shares of Galleria Company common stock will automatically be converted into the right

to receive Coty class A common stock at a 1: I ratio, such that investors should view one share of Galleria Company

common stock as economically equivalent to one share of Coty class A common stock.

The Pricing Mechanism will be disclosed in the Prospectus and will be constant throughout the Exchange

Offer. Any change in the Pricing Mechanism (including in the upper limit described above) will be made no later

than ten business days before offer expiration and would be published in a press release and in a Rule 425 filing with

the Commission. That information and the press release will also be included in an amendment to P&G's Schedule

TO to be filed in connection with the Exchange Offer.

The Exchange Offer commenced by P&G relies on traditional, timely methods of disclosing the pricing

information consistent with the "day 18" pricing mechanisms used in the Baxter Exchange Offer, the GE Exchange

Offor, the BMS Exchange Offer, the P&G/Smucker Exchange Offer, the Lazard Offer and the TXU Offer.

Consistent with the Baxter Exchange Offer, the GE Exchange Offer, the BMS Exchange Offer, the P&G/Smucker

Exchange Offer, the Lazard Offer and the TXU Offer, P&G will make pricing information available as follows:

•

Indicative exchange ratios will be available on each day of the Exchange Offer period prior to the

announcement of the final exchange ratio by contacting the information agent for the Exchange Offer

at a toll-free telephone number that will be disclosed in the Prospectus. Prior to 4:30 p.m. New York

City time on the third trading day of the Exchange Offer period, the indicative exchange ratio provided

by the information agent will be the indicative exchange ratio calculated using the daily VWAPs

during the three trading days ending on the trading date immediately prior to the launch of the

Exchange Offer. This indicative exchange ratio will also be set forth on the front cover of the

Prospectus. After 4:30 p.m. New York City time on the third trading day of the Exchange Offer

period, the indicative exchange ratio provided by the information agent will be the indicative exchange

ratio calculated using the daily VWAPs during those three trading days. Thereafter, the indicative

exchange ratios will be updated each trading day after 4:30 p.m. New York City time using that day's

VWAPs.

•

P&G will maintain a dedicated website for the Exchange Offer that provides the daily VW AP of both

P&G common stock and Coty class A common stock, together with indicative exchange ratios, during

the Exchange Offer period. The indicative exchange ratios will be updated on the website each trading

day by 4:30 p.m. New York City time.

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•

Prior to the Averaging Period, commencing on the third trading day of the Exchange Offer period,

indicative exchange ratios for each day will be calculated based on the simple arithmetic average of the

daily VW APs of P&G common stock and Coty class A common stock on the NYSE on each day,

calculated as though that day were the last day of the three day Averaging Period for the Exchange

Offer. In other words, assuming that a given day is a trading day, the indicative exchange ratio will be

calculated based on the simple arithmetic average of the daily VWAPs of P&G common stock and

Coty class A common stock on the NYSE for that day and the immediately preceding two trading

days. The indicative exchange ratio will also reflect whether the upper limit on the exchange ratio,

described above, would have been in effect.

•

During the Averaging Period, the indicative exchange ratios will be based on (I) on the first day of the

Averaging Period, the daily VWAPs of P&G common stock and Coty class A common stock on the

NYSE for that day, and (2) on the second day of the Averaging Period, the simple arithmetic average

of the dai Jy VWAPs of shares of P&G common stock and Coty class A common stock on the first and

second day of the Averaging Period.

•

No indicative exchange ratio will be published or announced on the third day of the Averaging Period.

The final exchange ratio will be announced on the website and separately by press release no later than

9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the

Exchange Offer. P&G will also announce at that time whether the upper limit on the number of shares

of Galleria Company common stock that can be received for each share of P&G common stock

tendered is in effect. After that time, P&G shareholders may also contact the information agent for the

Exchange Offer to obtain this information at a toll-free telephone number disclosed in the Prospectus.

Consistent with the Similar Exchange Offers, withdrawal rights will be available throughout the Exchange

Offer. Because the offer will terminate at midnight, New York City time, on the expiration date and P&G will

announce the final exchange ratio by 9:00 a.m., New York City time, on the trading day immediately preceding the

expiration date, holders of shares of P&G common stock will have two full trading days to consider the final

exchange ratio and decide to tender or withdraw. In this regard, we note the following:

•

Holders of P&G common stock will be able to send via fax (through their brokers or similar

institutions if they do not hold their shares directly) notices of withdrawal to the exchange agent for the

Exchange Offer.

•

P&G will make available to holders of P&G common stock in printed materials a notice of guaranteed

delivery and a notice of withdrawal, and the procedures for after-hours tenders and withdrawal will be

explained in the Prospectus, including the times and methods by which tenders and withdrawals must

be made.

Even without these procedures, holders of P&G common stock will at all times from the start of the

Exchange Offer know the value offered for each share of P&G common stock as ascribed by the Pricing

Mechanism. They will also have free and ready access to information during the Averaging Period that should

enable them to make informed decisions about their participation in the Exchange Offer. Moreover, ifthe final

exchange ratio is subject to the upper limit described above, investors will have two additional trading days during

which to tender or withdraw their shares of P&G common stock.

III. DISCUSSION

We respectfully request on behalf of P&G that the Staff confirms that it will not recommend that the

Commission take enforcement action pursuant to Rules 13e-4(d)( I), 13e-4(e)(3), 13e-4(t)(l )(ii) and 14e-l(b) under

the Exchange Act with respect to P&G's use of the Pricing Mechanism as described above.

We believe that the Pricing Mechanism is consistent with the protection of investors because it results in a

fixed, constant dollar value exchange (subject to the upper limit on the exchange ratio described above) and provides

greater certainty about the ultimate return to investors and absolute certainty about the maximum number of shares

of Galleria Company common stock receivable per share of P&G common stock tendered. This approach is

identical to the pricing mechanisms in the Baxter, GE, BMS and P&G/Smucker Exchange Offers, which build on

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the pricing mechanisms in the other Similar Exchange Offers and the other traditionally available pricing structures,

including formula-based and "Dutch auction" structures previously approved by the Staff, and provides investors

with advantages not available in those offers. In addition, the Pricing Mechanism adopts the simplified timetable

and procedures used in the Baxter Exchange Offer, the GE Exchange Offer, the BMS Exchange Offer, the

P&G/Smucker Exchange Offer, the Lazard Offer and the TXU Offer, thereby ensuring that the investors have ample

time to decide whether to tender or withdraw.

Fixed Exchange Ratios

The Pricing Mechanism allows investors to better predict the value they will receive in the Exchange Offer

than they would in an offer using the traditional pricing method of a fixed exchange ratio. In fixed-ratio offers, the

return to investors depends on the value at the time of expiration of the offer of both what is offered and what is

tendered. These values fluctuate independently and without constraint during the offer period, and an investor only

realizes the actual discount or premium initially embedded in the exchange ratio ifthe prices of the underlying

stocks on offer expiration are equal to their prices at the offer's inception. Sophisticated investors may seek at the

start of the offer to lock in the initial discount through a variety of trading strategies that, when implemented, could

make them economically indifferent to subsequent changes in trading prices for the stocks involved. Less

sophisticated investors, such as small retail investors, generally will not lock in the discount at the offer's inception.

Instead, their participation decision may be more heavily influenced by the relative prices of each stock at the offer's

end, which may not reflect the discount originally provided.

Formula-Based Exchange Ratios and Pricing Structures

For various reasons, including to mitigate the disadvantages of fixed-ratio offers and to permit a more

current market valuation of the securities involved in an exchange, market participants have sought, and the Staff

has granted, relief under the tender offer rules when the exchange ratio is based on a formula using trading data over

a specified period (typically ten trading days). 6 In Lazard, the first of these no-action letters, the Staff nonetheless

required that the exchange ratio be set no later than the second full business day preceding the offer expiration. The

Staff has extended the relief granted in Lazard to other circumstances involving formula-based pricing, but in many

instances has continued to require that the final consideration be set no later than two trading days prior to the

expiration of the offer. For example, the Staff permitted AB Volvo ("AB Volvo") to set the redemption price for

AB Volvo common stock using a formula based on volume-weighted average trading prices of that stock on the

Stockholm Stock Exchange on three specified days during a three-week period ending two U.S. trading days before

the expiry of the U.S. offer. 7 Similarly, the Staff permitted TXU to offer to purchase certain equity-linked securities

for a price fixed at least two days prior to the expiration of the exchange offer and indexed to the daily VWAP of

TXU's stock for the ten-day period then ended. 8

"Day 18" versus "Day 20" Pricing

Consistent with the formulas used in the Baxter, GE, BMS, P&G/Smucker, Lazard, AB Volvo and TXU

offers, the Pricing Mechanism uses an Averaging Period ending on and including the second trading day preceding

the expiration date, providing for a two-trading day window between pricing and offer expiration. This "day 18"

pricing reflects an effort to balance potentially conflicting considerations: on one hand, the need for adequate

dissemination of information about the absolute consideration being offered to investors and, on the other hand, the

desire to minimize the artificially imposed exposure to market risk resulting from the imposition of an arbitrary time

delay between pricing and offer expiration. The result is that the final exchange ratio in the Exchange Offer can and

will be announced by 9:00 a.m., New York City time, on the trading clay immediately preceding the expiration elate,

Lazard Freres & Co. (avail. Aug. 11, 1995). See also BBl'/I Privanza International (Gibraltar) Limited (avail. Dec. 23, 2005);

TXU Corporation (avail. Sept. 13, 2004): Epicor Software Corp. (avail. May 13, 2004); and AB Volvo (avail. May 16, 1997).

AB l'olvo (avail. May 16, 1997).

T)(U Cmporation (avail. Sept. 13, 2004). See also, e.g., BBVA Privanza International (Gibraltm) Limited (avail. Dec. 23, 2005)

(granting relief to BBV A and Gibraltar to price a tender offer for preference shares based on a stated fixed spread over yield on a

specified benchmark U.S. Treasury security on the second business day immediately preceding the expiration of the tender offer

period); Epicor Software Corp. (avail. May 13, 2004) (granting relief to Epicor to determine the magnitude of an offer price

adjustment by reference to the average closing price per share ofEpicor common stock during the ten trading-day period ending

two trading days before expiration of the offer).

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allowing investors two full trading days to consider the final exchange ratio in the Exchange Offer and decide to

tender or withdraw at any time during that two-trading day period.

Length ofAveraging Period

Consistent with Baxter, GE, BMS, P&G/Smucker, TDCC, Weyerhaeuser-Tri Pointe, CBS, Pfizer, PPG,

Kraft, Halliburton and Weyerhaeuser-Domtar, the Pricing Mechanism uses a three-trading day Averaging Period.

For the same reasons stated above, we believe that the ten-trading day averaging period used in Lazard and TXU is

not as favorable to retail investors as the three-trading day averaging period incorporated in the Pricing Mechanism.

The underlying policy favoring a longer pricing period is in principle that it protects investors against potential

manipulation and other unusual price movements that could distort the value of consideration offered to investors.

A lengthy averaging period, however, increases the likelihood that market-wide fluctuations may influence the

calculation and that the prices of the underlying securities at the end of such averaging period will differ

significantly from the value ascribed to them by the Pricing Mechanism - a result that could particularly adversely

affect less sophisticated investors who decide whether to participate in an exchange offer based on the final values

of the stocks involved. The Pricing Mechanism uses more current pricing through a shorter averaging period, while

still providing protection against the manipulation that could arise using "point in time" pricing, and thus should

benefit investors as a whole.

The Pricing Mechanism enables investors to consider whether to accept or reject an exchange or tender

offer based on a fixed dollar value of Galleria Company common stock receivable per $1.00 of P&G common stock

tendered (subject to the upper limit on the exchange ratio described above). "Day 18" pricing also provides that

tendering holders will know prior to the last day of the Exchange Offer period the precise number of shares of

Galleria Company common stock they will receive per share of P&G common stock tendered. The Pricing

Mechanism also offers significant advantages to investors in that it:

•

minimizes the potential for pricing disparities between the announced ratio and the final ratio in

exchange offers using fixed and formula-based exchange ratios;

•

is simple to understand, because it focuses on the relative value relationship between two stocks (the

central consideration for investors);

•

relies on more current information about the value of the stocks in question, because it uses a shorter

averaging period, while at the same time incorporating protections against manipulation; and

•

announces the final exchange ratio by 9:00 a.m., New York City time, on the trading day immediately

preceding the expiration date, allowing investors two full trading days to evaluate the Exchange Offer

and decide whether to tender or withdraw their shares.

Practical experience also suggests that smaller investors have participated effectively in offers using

market-based pricing and that they would readily understand the simpler and more intuitive Pricing Mechanism used

in the Exchange Offer. While they arose in an employee compensation context, the issuer tender offers conducted

by Comcast and Microsoft, among others, demonstrate that tens of thousands of individual investors - some with no

remaining connection to the issuer - were able to evaluate market-based offers where the exchange ratio was not

fixed at the start of the exchange offer. 9 It is noteworthy that neither employees nor former employees can be

distinguished from other security holders in either their need for adequate and timely pricing information or their

ability to analyze and act on market-based pricing. We also note that the Similar Exchange Offers were well

oversubscribed. For example, the Baxter Exchange Offer was approximately 24.6 times oversubscribed (11,526,638

shares accepted for exchange out of283,708.434 shares validly tendered), the GE Exchange Offer was

approximately 3 .2-times oversubscribed (671,366,809 shares accepted for exchange out of 2, 149, 128, 195 shares

validly tendered), the TDCC Exchange Offer was approximately 5-times oversubscribed (34, I 08, 73 8 shares

See, e g .. Comcast Co1p. (avail. Oct. 7, 2004) (granting relief with respect to an option liquidity program that permitted transfers

of options, more than 85% of which were ·'out-of-the-money," to a broker as part of an employee compensation mechanism,

where the exact compensation to be paid to employees in respect of those options was determined a11er expiration of the transfer

period); Microsoft Cmp. (avail. Oct. 15, 2003) (granting relief with respect to a similar option transfer program where all of the

eligible options were ..out-of·the-money'').

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accepted for exchange out of 161, I 06,659 shares validly tendered), the Weyerhaeuser-Tri Pointe Exchange Offer

was approximately 3.5-times oversubscribed (58,813, 151 shares accepted for exchange out of205, 186,689 shares

val idly tendered), the CBS Exchange Offer was approximately 7-times oversubscribed (44, 723, 131 shares accepted

for exchange out of300,229,143 validly tendered), the Pfizer Exchange Offer was approximately 4-times

oversubscribed (405, 117, 195 shares accepted for exchange out of 1,674,974,996 shares validly tendered), the PPG

Exchange Offer was approximately 7-times oversubscribed (I 0,825,227 shares accepted for exchange out of

68,933,881 shares validly tendered), the BMS Exchange Offer was approximately 2-times oversubscribed

(269,285,60 I shares accepted for exchange out of 499,484,935 shares validly tendered), the Kraft Exchange Offer

was approximately 12-times oversubscribed (46, 119,899 shares accepted for exchange out of 568,543,287 shares

validly tendered), the P&G/Smucker Exchange Offer was approximately 12.5-times oversubscribed (38,652,878

shares accepted for exchange out of 484, 121,230 shares validly tendered), the Weyerhaeuser-Domtar Exchange

Offer was approximately 4.5-times oversubscribed (25,490, 196 shares accepted for exchange out of 114,204,244

shares validly tendered) and the McDonald's Exchange Offer was approximately 14-times oversubscribed

(18,628, 187 shares accepted for exchange out of 262, 183,800 shares validly tendered).

The Pricing Mechanism is also consistent with the relief granted in Lazard and its progeny in all other

material respects: (i) the value relationship expressed as a ratio of a specified dollar value of P&G common stock for

each $1.00 worth of Galleria Company common stock is fixed and will remain constant during the Exchange Offer

(subject to the upper limit on the exchange ratio described above), such that holders will be able to determine the

value they will receive in consideration for tendering their shares; (ii) the final exchange ratio will be based on

readily observable average trading prices for securities listed on a national securities exchange over a specified

period; (iii) P&G will issue a press release announcing the final exchange ratio by 9:00 a.m., New York City time,

on the trading day immediately preceding the expiration date and will file an amendment to its Schedule TO on the

same day setting forth the final exchange ratio and including the press release as an exhibit, thus allowing investors

two full trading days to consider the final exchange ratio in the Exchange Offer before tendering or withdrawing

shares of P&G common stock; and (iv) holders of P&G common stock can also contact the information agent for the

Exchange Offer at a toll-free telephone number and a freely-accessible website disclosed in the Prospectus to obtain

indicative exchange ratios prior to the announcement of the final exchange ratio, and the final exchange ratio once it

has been publicly announced.

The Number ofShares of P&G Common Stock Sought in tile Exchange Offer

Rule 13e-4(d)( I) requires, among other things, the specification of the consideration offered and the total

number of securities sought in an issuer tender offer. Rule 13e-4(e)(3) requires an issuer tender offer to remain open

for at least ten business days from the date that notice of a change in the price or the amount of securities sought is

disseminated to security holders. Rule I 3e-4(f)( I )(ii) and Rule 14e- I (b) prohibit an issuer from changing the

percentage of the class of securities being sought (provided that acceptance for payment of an additional amount of

the shares not to exceed two percent of outstanding shares shall not be deemed to be an increase in the percentage of

the class of securities being sought) or consideration offered unless the exchange offer remains open for at least ten

business days from the date the change is announced.

The Prospectus will clearly and unambiguously disclose that the maximum number of shares of P&G

common stock that will be accepted ifthe Exchange Offer is completed will be equal to the number of shares of

Galleria Company common stock offered by P&G in the Exchange Offer divided by the final exchange ratio (which

will be subject to the upper limit). If a greater number of shares of P&G common stock are validly tendered and not

withdrawn, then those tendered shares would be subject to proration as described above. 10 If a lesser number of

shares of P&G common stock are validly tendered and not withdrawn, then subject to the satisfaction, or when

permissible, waiver of the conditions of the Exchange Offer, including any minimum tender condition, P&G will

accept the shares so tendered.

As in Baxter, GE, BMS, P&G/Smucker, TDCC, Weyerhaeuser-Tri Pointe, CBS, Pfizer, Kraft, Halliburton,

Weyerhaeuser-Domtar, PPG and McDonald's, P&G believes that defining the amount of securities P&G may accept

This is similar to the scenario faced in the Citizens Republic Bancorp, Inc. exchange offer, where, because the percentage of

securities accepted was dependent on the average VWAP of the subject securities (and the resulting exchange ratios) as well as

the percentage of the securities of each class validly tendered, the issuer was unable to specify the exact percentage of the

securities being sought. See Citizens Republic Bancorp (avail. Aug. 21, 2009).

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in the Exchange Offer in accordance with the above, which will be clearly and unambiguously described in the

Prospectus, is consistent with the regulatory, disclosure and investor protection objectives of Rule 13e-4(d)(l), Rule

13e-4(e )(3), Rule 13e-4(f)( I )(ii) and Rule 14e- l (b) under the Exchange Act, is not coercive or unfair and should be

pennitted. In this regard, we note:

•

The method by which the actual number of shares of P&G common stock that P&G will accept in the

Exchange Offer, as well as the upper limit, will be described in detail in the Prospectus and made available

to all P&G shareholders in a clear, easy to understand manner. Assuming P&G does not change that

method, we do not believe that the application of that method at expiration is a "change" in the percentage

of the securities being sought.

•

The Prospectus will clearly detail that (i) ifthe Exchange Offer is consummated but fewer than all of the

issued and outstanding shares of Galleria Company common stock are exchanged because insufficient

shares of P&G common stock have been tendered for the Exchange Offer to be fully subscribed, the

remaining shares of Galleria Company common stock owned by P&G will be distributed on a pro rata basis

to P&G shareholders whose shares of P&G common stock remain outstanding after the consummation of

the Exchange Offer and (ii) if, upon the expiration of the Exchange Offer, P&G shareholders have validly

tendered more shares of P&G common stock than P&G is able to accept for exchange at the ratio discussed

below, P&G will accept for exchange the shares of the P&G common stock validly tendered and not

withdrawn by each tendering shareholder on a pro rata basis, other than with respect to certain odd-Jot

tenders, as described elsewhere in this Jetter. Therefore, in the Exchange Offer, P&G will accept for

exchange all shares of P&G common stock validly tendered and not withdrawn prior to the expiration of

the Exchange Offer, at the exchange ratio to be detennined in accordance with the Pricing Mechanism, but

subject to proration.

•

Because the number of shares of Galleria Company common stock to be exchanged in the Exchange Offer

is fixed, P&G shareholders will also be able to calculate the preliminary number of shares of P&G common

stock to be exchanged ifthe Exchange Offer is fully subscribed based on the pricing-related information set

forth in the Prospectus as well as the indicative and final exchange ratios made available through the

information agent's toll-free telephone number and provided on P&G's dedicated website for the Exchange

Offer, as described herein and in the Prospectus. The exact number of shares of P&G common stock to be

exchanged in the Exchange Offer (assuming the Exchange Offer is fully subscribed) will be published by

P&G on the website and in a press release no later than 9:00 a.in., New York City time, on the trading day

prior to the expiration date, and that information and the press release will also be included in an

amendment to P&G's Schedule TO that will be filed on the trading day prior to the expiration date. After

that announcement, P&G shareholders will still have two trading days until the expiration of the Exchange

Offer to tender or withdraw their tenders.

•

We believe the disclosure in the Prospectus will fully define the material terms and features of the

Exchange Offer as required by Item 4 of Form S-4 under the Securities Act of 1933, as amended (the

"Securities Act"), and by Item 4 of Schedule TO, including Item I 004(a) and (b) of Regulation M-A

referenced therein.

•

Pursuant to Rule I 3e-4 under the Exchange Act and Rule I 62 under the Securities Act, P&G will provide

withdrawal rights and allow withdrawals until the expiration of the Exchange Offer.

•

P&G will announce the final exchange ratio no later than 9:00 a.m., New York City time, on the trading

day immediately preceding the expiration date, allowing investors two full trading days to consider the

final exchange ratio and decide to tender or withdraw their shares of P&G common stock.

We understand that, pursuant to Rule 13e-4(e)(3), ifthere is a change in the Pricing Mechanism and/or the

upper limit, then such change would be viewed as a change in the amount of securities sought, thus requiring that at

least ten business days remain in the Exchange Offer period following the announcement of such change.

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D. Other Precedent

The Staff also has an established interpretation of its tender offer pricing rules to permit modified Dutch

auction tender offers, although these offers do not provide security holders with the final offer price until offer

expiration, subject to certain conditions. We believe that the Pricing Mechanism is consistent with the Staff's

position on Dutch auction tender offers and, indeed, provides certain advantages to investors. Like modified Dutch

auction tender offers: (i) the Exchange Offer will provide for pro rata acceptance throughout the Exchange Offer

with all securities participating equally in prorationing (except for odd-lots); (ii) withdrawal rights will exist

throughout the Exchange Offer period; (iii) there will be prompt announcement of the final exchange ratio; and (iv)

the offeror will exchange all accepted securities at the highest consideration paid to any security holder under the

offer. 11 Unlike the Pricing Mechanism, however, Dutch auction pricing provides significantly less visibility to

investors about the value they will receive, since it merely establishes a range of prices at the outset without

providing any visibility during the offer as to likely outcomes. Indeed, we believe that this disadvantage of Dutch

auction pricing in part led to the need for the relief granted in the case of "day I 8" and "day 20" pricing constructs.

Consistent with the Similar Exchange Offers, P&G has not incorporated a minimum exchange ratio

because it believes it could potentially result in a windfall to tendering shareholders. Indeed, incorporating a

minimum exchange ratio in the Pricing Mechanism would not correlate to the low end of the range specified in a

Dutch auction, in which the final exchange ratio is determined independently of the values of the stocks in question

based on investor indications of interest in a process that is not transparent to the market generally.

Similarities and Differences from Precedent

Final Exchange Ratio Timing and Disclosure

The Pricing Mechanism is consistent with Baxter, GE, BMS, P&G/Smucker, TXU and Lazard, but differs

from the pricing mechanisms used in TDCC, Weyerhaeuser-TriPointe, CBS, Pfizer, PPG, Kraft, Halliburton,

Weyerhaeuser-Domtar and McDonald's in that in those offers the per-share values of underlying stocks were

determined by reference to the daily VW AP of each stock during an averaging period ending on and including the

expiration date of the exchange offer, while the Averaging Period will end on and include the second trading day

preceding the expiration date, allowing investors two full trading days to consider the final exchange ratio in the

Exchange Offer and decide to tender or withdraw at any time during that two-day period.

Proxy Pricing

The trading data to be used to set the value of Galleria Company common stock will be the trading data for

the Coty class A common stock, which is consistent with the pricing mechanisms used in TDCC, Weyerhaeuser-Tri

Pointe, P&G/Smucker, PPG, Kraft and Weyerhaeuser-Domtar, which determined the value of the distributed shares

by reference to the trading data for an acquiring company. Using a proxy for the anticipated trading prices for

Galleria Company common stock is a key difference from the pricing mechanisms used in Baxter, CBS, Pfizer, GE,

BMS, Halliburton and McDonald's, but is not a significant difference to investors as they would view one share of

Galleria Company common stock as economically equivalent to one share of Coty class A common stock due to the

I: I exchange ratio in the Merger.

Averaging Period

The Pricing Mechanism is consistent with Baxter, GE, BMS, P&G/Smucker, TDCC, Weyerhaeuser-Tri

Pointe, CBS, Pfizer, PPG, Kraft, Halliburton and Weyerhaeuser-Domtar in that the exchange ratio of the Exchange

Offer is based on a three-business day averaging period, while in McDonald's the exchange ratio was based on a

two-business day averaging period and in TXU and Lazard the exchange ratio was based on a ten-business day

averaging period.

See Securities Act Release No. 33-6653 (July 11, 1986).

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IV. REQUESTED NO-ACTION RELIEF

Based on the foregoing, we respectfully request on behalf of P&G that the Staff confirm that it will not

recommend that the Commission take enforcement action pursuant to Rule l 3e-4(d)(I) (requiring the specification

of consideration offered and the specification of the total number of securities sought in an issuer tender offer), Rule

I 3e-4( e)(3) (requiring such an offer remain open for at least ten business days from the date that notice of a change

in the price or the amount of securities sought is disseminated to security holders), and Rules 13e-4(l)(l)(ii) and 14e

I (b) (requiring such an offer remain open for at least ten business days from the date that notice of a change in the

consideration offered or a change in the percentage of the class of securities being sought is first published, sent or

given to security holders) under the Exchange Act with respect to P&G's use of the Pricing Mechanism and

specification of the number of shares of P&G common stock sought in the Exchange Offer. We note that the relief

sought is consistent with the position previously taken by the Staff in Baxter, GE, BMS and Folgers. It is also

consistent with the position previously taken by the Staff in TDCC, Weyerhaeuser-Tri Pointe, CBS, Pfizer, PPG,

Kraft, Halliburton, Weyerhaeuser-Domtar and McDonald's, and to the extent that the Exchange Offer differs from

TDCC, Weyerhaeuser-Tri Pointe, CBS, Pfizer, PPG, Kraft, Halliburton, Weyerhaeuser-Domtar and McDonald's,

such differences are consistent with the position previously taken by the Staff in Baxter, GE, BMS, P&G/Smucker,

TXU and Lazard and do not affect the adequate dissemination of pricing related information or P&G shareholders'

ability to make informed investment decisions with respect to whether or not to participate in the Exchange Offer.

We respectfully request that the Staff issue the requested no-action relief as soon as practicable.

If you have any questions or comments with respect to this matter, please call me at (312) 269-4252 or Tim

Melton at (313) 230-7969.

Sincerely,

Brad Brasser

cc: Susan S. Whaley, Esq., The Procter & Gamble Company

Timothy J. Melton, Esq., Jones Day

Sean C. Doyle, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Paul T. Schnell, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Laura A. Kaufmann Belkhayat, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

NAI-150101786 I v4

This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.