2505007 Informal Interpretation

We would like to confirm that the following transaction would be exempt under Section 7(A)(c)(1) as an acquisitions of goods, in this case a loan portfolio, transferred in the ordinary course of business.

A multi-strategy asset manager (“Manager”) manages multiple funds, and some of the funds’ investment strategy is issuing loans to third-parties. Fund A’s investment strategy is issuing loans to third-parties, and all of the assets of the fund consist of loans. Fund A is its own UPE and is managed by the Manager, which formed Fund A and is in charge of all of the operations and investment decisions of Fund A. In order to provide a liquidity opportunity to Fund A’s investors, the Manager intends to sell all of the assets (loans) of Fund A to a New Fund, which was also formed and will be managed by the Manager. The value of the assets (loans) is above the HSR threshold. The New Fund will have a different UPE from Fund A, as Fund A was its own UPE, and the New Fund will have new investors.

There are other funds formed and managed by the Manager whose investment strategy is making similar types of loans as those made through Fund A, so the Manager is not exiting the business of making loans through its funds, and in fact will continue to manage the same exact loans that are being acquired by New Fund from Fund A. Because the Manager is not exiting the business of making loans through its funds, we believe that Section 7(A)(c)(1) applies to this transaction, but could you please confirm that you agree with this analysis? As always, thank you for your guidance.