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Date
Rule
7A(c)(2)
Staff
Nora Whitehead
Response/Comments

The acquisition of debt instruments as described below are not exempt under 7Ac2. 

Question

From: Whitehead, Nora 
Sent: Tuesday, March 18, 2025 4:05:40 PM (UTC-05:00) Eastern Time (US & Canada)
To: [Redacted]
Cc: HSRHelp 
Subject: RE: Inquiry Regarding 7A(c)(2)
 

The acquisition of debt instruments as described below are not exempt under 7Ac2. 

From: [Redacted]
Sent: Tuesday, March 18, 2025 10:56:45 AM (UTC-05:00) Eastern Time (US & Canada)
To: HSRHelp 
Cc: [Redacted]
Subject: Inquiry Regarding 7A(c)(2)
     

Dear PNO,


We are writing to seek guidance regarding the application of Section 7A(c)(2) to the following fact pattern:


1.    An investment manager manages 10-20 investment funds. 
2.    Each of the investment funds is either its own UPE or has a UPE distinct from each of the other funds. Assume that the HSR threshold is met for approximately three of the funds, and the size of person test is met as to all of the funds.
3.    These funds invest in debt. Each holds a portfolio of debt instruments, including, inter alia, corporate term loans, delayed draw term loans, and revolver loans.
4.    None of the debt instruments has any present voting rights.
5.    The funds made these direct loans as part of their investment strategy.
6.    The funds wish sell all of these debt instruments and then wind up operations.
We wish to confirm that the sale of these debt instruments is exempt under Section 7A(c)(2).

 

About Informal Interpretations

Informal interpretations provide guidance from PNO staff on the applicability of the HSR rules to specific fact situations. They do not necessarily reflect the position of the Commission. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice. 

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