SEC Division of Corporation Finance no-action letter: Abbreviated Tender or Exchange Offers for Non-Convertible Debt Securities

January 23, 2015
Via Facsimile & U.S. Mail
James J. Clark, Esq.
Michael J. Ohler, Esq.
Cahill Gordon & Reindel LLP
Eighty Pine Street
New York, New York 10005
Re: Abbreviated Tender or Exchange Offers for Non-Convertible Debt Securities Dear Mr. Clark and Mr. Ohler:
We are responding to your letter dated January 23, 2015 addressed to Michele M. Anderson, Daniel F. Duchovny, and David L. Orlic, 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, and following conversations with you and representatives of the Credit Roundtable, the staff of the Division of Corporation Finance will not recommend that the Securities and Exchange Commission take enforcement action under Rule 14e-1(a) or Rule 14e-1(b) under the Securities Exchange Act of 1934 if an offeror conducts a Five Business Day Tender Offer in the manner described in your letter. This no-action position supersedes the letters issued to Goldman, Sachs & Co. (March 26, 1986); Salomon Brothers Inc (March 12, 1986); Salomon Brothers Inc (October 1, 1990); and any similar letters relating to abbreviated offering periods in non-convertible debt tender offers. None of the foregoing letters should be taken to express the Division’s position with respect to tender offers commencing after the date hereof. The foregoing no-action position is based on the facts presented and representations made in your letter. Any different facts or circumstances may require a different conclusion. Our position is strictly limited to the application of the rules noted above to the transactions described in your letter. This response expresses the Division’s position on enforcement action only and does not express any legal conclusion on the question presented. In addition, this position reflects the staff’s current views on the transactions described in your letter. We will continue to monitor developments in tender and exchange offers for non-convertible debt securities and may reconsider the position expressed in this letter in response to those developments.

James J. Clark, Esq.
Michael J. Ohler, Esq.
Cahill Gordon & Reindel LLP
January 23, 2015
This response only reflects the staff’s position on the provisions noted above and not on any other of the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. The Division of Corporation Finance expresses no view with respect to any other questions that the tender or exchange offer may raise, including, but not limited to, the adequacy of the disclosure regarding, and the applicability of the Securities Act of 1933 or any other federal or state laws to, the tender or exchange offer. Sincerely, /s/ Michele M. Anderson Michele M. Anderson Chief, Office of Mergers and Acquisitions Division of Corporation Finance

Securities Exchange Act of 1934
Rules 14e-1(a) and (b)
January 23, 2015
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Michele Anderson, Chief
Mr. David Orlic, Special Counsel
Mr. Daniel F. Duchovny, Special
Counsel
Dear Ms. Anderson and Messrs. Orlic and Duchovny:
We hereby request1 that the staff of the Division of Corporation Finance (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) confirm that it will not recommend any en￾forcement action to the Commission if an offeror were to (i) conduct a tender offer for non-convertible debt securities and hold the tender offer open for at least five business days (as that term is defined in footnote 12 below) from and including the date the tender offer is first published by means of Immediate Widespread Dissemination (as defined below), so long as such tender offer satisfies the applicable criteria described below (any such offer being referred to herein as a “Five Business Day Tender Offer”); (ii) hold open a Five Business Day Tender Offer for at least five business days from and including the date of the announcement of any change in the consideration offered and (iii) hold open a Five Business Day Tender Offer for at least three business days from and including the date of the announcement of any material change in the offer other than a change in the consideration offered. The criteria applicable to a Five Business Day Tender Offer are that the offer would:

• be made for a class or series of non-convertible debt securities2
  , regardless of any particular rating assigned thereto by any nationally recognized statistical rating or- 1 The undersigned regularly represent a diverse group of issuers, dealer managers and investors in connection with debt tender offers. We believe the no-action relief requested herein reflects a broad consensus for ap￾propriate relief and enjoys broad support among groups with diverse interests. 2 Separate offers may be made for more than one class or series of debt securities as part of the same offer to purchase document.

ganization, as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”);

• be made by the issuer of the subject debt securities, or a direct or indirect wholly
  owned subsidiary of such issuer or a parent company that directly or indirectly owns 100% of the capital stock (other than directors’ qualifying shares) of such issuer;

• be made solely for cash consideration and/or consideration consisting of Qualified
  Debt Securities3
  , for any and all of such debt securities;

• be open to all record and beneficial holders of such debt securities; provided that ex￾change offers in which Qualified Debt Securities are offered would be restricted to
  Qualified Institutional Buyers (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) and/or non-U.S. persons (within the mean￾ing of Regulation S under the Securities Act) (collectively, “Eligible Exchange Offer Participants”) in a transaction exempt from the registration requirements of the Secu￾rities Act; provided, further, that, holders who are not Eligible Exchange Offer Par￾ticipants (or an affiliate thereof) would be given an option concurrent with such offer (which can be part of the same offer to purchase document) to receive cash (from ei￾ther the offeror or a dealer manager) for such holders’ debt securities in a fixed amount determined by the offeror, in its reasonable judgment, to approximate the value of the Qualified Debt Securities being offered and such an amount is set forth at the commencement of the offer4 ; 3 The consideration offered may be a fixed amount of cash (and/or Qualified Debt Securities) or an amount of cash (and/or Qualified Debt Securities) based on a fixed spread to a benchmark and, in the case of Quali￾fied Debt Securities, the coupon may be based on a spread to a benchmark. A “benchmark” includes U.S. Treasury Rates, LIBOR, swap rates and, in the case of securities denominated in currencies other than US dollars, sovereign securities or swap rates denominated in the same currency as the securities subject to the offer, in each case that are readily available on a Bloomberg or similar trading screen or quotation service. The spread used for determining the amount of consideration offered will be announced at the commence￾ment of the tender offer. In the case of an offer of Qualified Debt Securities, if the interest rate or the spread used for determining the interest rate for such securities is not fixed and announced at the commencement of the offer, it will be announced at the commencement of the offer as a range of not more than 50 basis points, with the final interest rate or spread to be announced by 9:00 a.m., Eastern time, on the business day prior to the expiration of the offer. The exact amount of consideration and the interest rate (in the case of amounts or interest rate based on fixed spreads to a benchmark) on any Qualified Debt Securities will be fixed no later than 2:00 p.m., Eastern time, on the last business day of the offer. In addition, in the case of an offer of Qualified Debt Securities, a minimum acceptance amount would be announced at the com￾mencement of the offer. “Qualified Debt Securities” means non-convertible debt securities that are identi￾cal in all material respects (including but not limited to the issuer(s), guarantor(s), collateral, lien priority, covenants and other terms) to the debt securities that are the subject of the tender offer except for the ma￾turity date, interest payment and record dates, redemption provisions and interest rate; provided that Quali￾fied Debt Securities must have (i) all interest payable only in cash and (ii)
  a weighted average life to ma￾turity that is longer than the debt securities that are the subject of the offer. 4 In order to limit the amount of cash that an offeror (or a dealer manager) may have to pay to holders who are not Eligible Exchange Offer Participants (or their affiliates), an offeror may decide to include a condi￾tion precedent to its offer that no more than a specified maximum amount of cash would be required to be paid in the offer or else both the cash offer and concurrent exchange offer would terminate.

• not be made in connection with a solicitation of consents to amend the indenture,
  form of security or note or other agreement governing the subject debt securities (col￾lectively, the “Indenture”);

• not be made if a default or event of default exists under the Indenture or any other in￾denture or material credit agreement to which the issuer is a party;

• not be made if at the time of the offer the issuer is the subject of bankruptcy or insol￾vency proceedings or has commenced a solicitation of consents for a “pre-packaged”
  bankruptcy proceeding or if the board of directors of the issuer has authorized discus￾sions with creditors of the issuer to effect a consensual restructuring of the issuer’s outstanding indebtedness;

• not be financed with the proceeds of any Senior Indebtedness5
  ;

• permit tenders prior to the expiration of the offer through a guaranteed delivery pro￾cedure by means of a certification by or on behalf of a holder that such holder is ten￾dering securities beneficially owned by it and that the delivery of such securities will
  be made no later than the close of business on the second business day after the expi￾ration of the offer;

• be announced via a press release through a widely disseminated news or wire service
  disclosing the basic terms of the offer (including the identity of the offeror, the class of securities sought to be purchased, the type and amount of consideration being of￾fered and the expiration date of the offer), and containing an active hyperlink to, or an Internet address at which a record or beneficial holder could then obtain, copies of the offer to purchase and letter of transmittal (if any) and other instructions or docu￾ments (including a form of guaranteed delivery instructions) relating to the tender of such debt securities (collectively, “Immediate Widespread Dissemination”), in each case at or prior to 10:00 a.m., Eastern time, on the first business day of such five business day period 6 ;

• if the issuer or the offeror is a reporting company under the Exchange Act (including
  “voluntary filers”), furnish the press release announcing the offer in a Current Report on Form 8-K filed with the Commission prior to 12:00 noon, Eastern time, on the first business day of the offer; 5 “Senior Indebtedness” means indebtedness that is incurred to finance all or a portion of the consideration in the Five Business Day Tender Offer (excluding indebtedness or borrowings under any credit or debt facility existing prior to the commencement of the offer) if such indebtedness (i) has obligors, guarantors or collat￾eral (or a higher priority with respect to collateral) that the subject debt securities do not have; (ii) has a weighted average life to maturity less than that of the subject debt securities; or (iii) is otherwise senior in right of payment to the subject debt securities. 6 In addition to Immediate Widespread Dissemination, the offeror in any debt tender offer also would (i) use commercially reasonable efforts to send via email (or other form of electronic communication) the press re￾lease announcing the offer to all investors subscribing to one or more corporate action e-mails or similar lists; (ii) use other customary methods in order to expedite the dissemination of information concerning the tender offer to beneficial holders of the subject debt securities; and (iii) issue a press release promptly after the consummation of the offer setting forth the results of the offer.

• provide for communication by Immediate Widespread Dissemination at least five
  business days prior to the expiration of the offer of any change in the consideration being offered in the offer and at least three business days prior to expiration of any other material change to the offer, in each case at or prior to 10:00 a.m., Eastern time, on the first day of such five or three business day period, as applicable; and, if the is￾suer or offeror is a reporting company under the Exchange Act (including a “volun￾tary filer”), describe any change in the consideration being offered in a Current Re￾port on Form 8-K filed with the Commission prior to 12:00 noon, Eastern time, on the first day of the aforementioned five business day period;

• provide for withdrawal rights that are exercisable (i) at least until the earlier of (x) the
  expiration date of the offer and (y) in the event that the offer is extended, the tenth business day after commencement of the offer, and (ii) at any time after the 60th busi￾ness day after commencement of the offer if for any reason the offer has not been consummated within 60 business days after commencement;

• provide that the offeror will not pay the consideration in the offer until promptly after
  expiration of the offer pursuant to Rule 14e-1(c); and

• not be (i) made in anticipation of or in response to, or concurrently with, a change of
  control or other type of extraordinary transaction involving the issuer, such as a mer￾ger (or similar business combination), reorganization or liquidation or a sale of all or substantially all of its consolidated assets; (ii) made in anticipation of or in response to other tender offers for the issuer’s securities; (iii) made concurrently with a tender offer for any other series of the issuer’s securities made by the issuer (or any subsidi￾ary or parent company of the issuer) if the effect of such offer, if consummated (by way of amendment, exchange or otherwise), would be to add obligors, guarantors or collateral (or increase the priority of liens securing such other series) or shorten the weighted average life to maturity of such other series; or (iv) commenced within ten business days after the first public announcement or the consummation of the pur￾chase, sale or transfer by the issuer or any of its subsidiaries of a material business or amount of assets that would require the furnishing of pro forma financial information with respect to such transaction pursuant to Article 11 of Regulation S-X (whether or not the issuer is a registrant under the Exchange Act). Discussion
  Section 14(e) of the Exchange Act prohibits untrue statements of material fact, omissions of ma￾terial fact, and fraudulent, deceptive and manipulative acts and practices in connection with tender offers.7
  As a means reasonably designed to prevent these acts and practices, the Commission has promulgated specific rules that are applicable to tender offers in Regulation 14E.8 Particularly, Rule 14e-1(a) requires a minimum offer period for all tender offers—debt or equity—of 20 business days, in order to afford par￾ticipants sufficient time to make a decision as to whether or not to tender securities owned by them and 7 15 U.S.C. § 78n(e) (2012). 8 Regulation 14E and Rules 14e-1 through 14e-8. 17 C.F.R. §§ 240.14e-1 et seq.

Rule 14e-1(b) requires that a tender offer remain open for at least ten business days after any change in the consideration offered.9 Commencing in 1986, the Staff issued a series of no-action letters providing relief from the 20 business day requirement in the context of certain debt tender offers. In particular, the Staff granted no￾action relief for issuer tender offers for non-convertible debt securities (later limited to only non￾convertible debt securities with an investment grade rating) that are held open for a period of seven to ten calendar days and meet certain other qualifications. The Staff’s existing no-action relief recognizes that debt tender offers may, in certain circum￾stances, present significantly different timing considerations than those involved in tender offers for equi￾ty securities. Debt tender offers frequently involve the refinancing of debt securities with high interest rates with a new issue of debt securities with a lower interest rate, or the refinancing of debt securities that will mature within a relatively short time frame with debt securities with a longer maturity being issued during a period of reasonably favorable market conditions. The ability of an issuer to effect such a refi￾nancing in a relatively short period of time is important to lessen potential exposure to changing market conditions and to avoid having to pay “double interest” or “negative carry”—i.e., interest on the newly issued debt securities and on the outstanding debt securities until they can be purchased in the tender of￾fer. A shortened tender period also is advantageous to the holders of outstanding debt securities who want to reinvest funds received in the tender to purchase a portion of the new issue, thus “rolling over” their investment. Unlike the significant premiums often paid in an equity tender offer, the tender price in a non-convertible debt tender offer is typically either a modest premium over the prevailing market price of the debt securities subject to the offer or a close approximation to the then-applicable redemption price, and the holder does not have to weigh any potential equity upside the holder is being asked to give up in exchange for the premium.11 We believe that a number of the factors the Staff has previously recognized and relied on in granting prior no-action letters are equally applicable today to the requested no-action relief and that ad￾vancements in technology since 1986 enable investors to react efficiently to debt tender offers in a shorter time frame. In connection with a Five Business Day Tender Offer, the requested no-action relief would vary from the Staff’s existing no-action relief in the following principal respects:
9 Rule 14e-1(b) also requires that tender offers remain open for at least ten business days after certain in￾creases or decreases in the percentage of the class of securities being sought in the subject offer, but since Five Business Day Tender Offers are defined as offers for any and all securities of a series or class of secu￾rities, there would be no change in the amount of securities being sought in the Five Business Day Tender Offer. 10 SEC No-Action Letter, Goldman, Sachs & Co. (March 26, 1986); SEC No-Action Letter, Salo￾mon Brothers Inc. (March 11, 1986); SEC No-Action Letter, Salomon Brothers Inc. (Oct. 1, 1990). 11 The Staff has also previously acknowledged that “because of the modest premiums typically offered in an Issuer Debt Tender Offer, it is not clear that participation in the tender offer by individual non-institutional debtholders would be materially increased by requiring that tender offers be held open for twenty business days.” Salomon Brothers Inc. (March 11, 1986) at 7. We believe this observation remains accurate. In ad￾dition, given modern technology and the widespread use of electronic communications, we believe that in￾dividual investors will be better able to respond within the applicable time frame, especially in light of the Immediate Widespread Dissemination requirement.

• Immediate Widespread Dissemination. The relief requested hereby would be conditioned
  upon the offeror providing Immediate Widespread Dissemination of offer materials in a man￾ner that we believe has broad investor support. This requirement is designed to be a benefit to investors not imposed by current relief and would further facilitate the ability of record and beneficial holders to make a tender decision within the time period contemplated.
• Five business days vs. seven to ten calendar days. The five business day requirement (as de￾fined above) is similar to the seven to ten calendar day period under existing no-action relief.
  We believe, based on investor feedback, that using a business day construct is better than a calendar day construct. For example, five business days in almost all cases will require a seven calendar day period.12 However, seven calendar days over a holiday period may result in the offer being held open for less than five business days. Given the advances in commu￾nications technology since 1986, we believe the requested relief, coupled with the require￾ment of Immediate Widespread Dissemination, places investors in a superior position to where investors were in 1986 before widespread public adoption of the Internet, when there was the potential for greater delay in the distribution of offer materials. Furthermore, in a tender offer that meets the criteria applicable for a Five Business Day Tender Offer, the hold￾er does not have to evaluate the non-economic characteristics of an amended or new security that the holder would own, such as in the case of a tender offer accompanied by a consent so￾licitation or an exchange offer for new debt securities that are not Qualified Debt Securities. As a result, holders of debt securities in a Five Business Day Tender Offer can make the deci￾sion to sell or hold relatively quickly on a purely financial basis—in much the same manner investors make ordinary trading decisions in time periods that are much shorter than five business days. For similar reasons, the relief requested includes no-action relief if an offeror holds open a Five Business Day Tender Offer for at least five business days after any change in the consideration offered notwithstanding Rule 14e-1(b)’s requirements that a tender offer remain open for ten business days after a change in consideration offered and no-action relief if an offeror holds open a Five Business Day Tender Offer for at least three business days af￾ter any material change in the offer other than a change in the consideration offered.
• Exchange offer of Qualified Debt Securities. The relief requested would allow for offers to
  be made with Qualified Debt Securities. The inclusion of this alternative will allow issuers to use a Five Business Day Tender Offer to refinance existing debt securities with either cash proceeds from the issuance of new securities or the issuance of new debt securities directly to the holders of the existing debt securities. Since the Qualified Debt Securities must be identi￾cal in all material respects to the existing debt securities sought in the offer, other than ma￾turity, weighted average life to maturity (which may not be less than the debt securities that are the subject of the tender offer), redemption provisions and interest rate (and related pay￾ment and record dates), the holder’s decision is similar to that made in a cash offer—i.e., is the value offered by the financial terms of the offer a favorable one or not. It is in essence a trading decision.13 As discussed above, these types of financial trading decisions are made by 12 For purposes of the requested relief in this letter, a business day would be defined differently than in Rule 14d-1(g)(3). A business day for a Five Business Day Tender Offer would be any day, other than Saturday, Sunday or a federal holiday, and a Five Business Day Tender Offer would be treated as having commenced on the first business day on which the tender offer is made if Immediate Widespread Dissemination occurs at or prior to 10:00 a.m., Eastern time, on such business day. The last day of the tender offer would be treated as a business day if expiration occurs on or after 5:00 p.m., Eastern time, on such business day. 13 Because the Qualified Debt Securities would be a new issuance of securities, it is expected that the offer documents also would contain or incorporate by reference the same types of disclosures with respect to the

market participants every day in time periods that are much shorter than the five business days required under a Five Business Day Tender Offer. Investors would be protected because only Eligible Exchange Offer Participants (i.e., qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S) would be able to participate in the exchange offer. We have been informed that dealer managers and banks have lists or databases that would allow them to easily identify holders of debt securities that are Eligible Exchange Of￾fer Participants in advance of an exchange offer being commenced. If a holder does not quali￾fy as an Eligible Exchange Offer Participant (or an affiliate thereof), such holder would have the option to tender subject debt securities and receive cash for such debt securities allowing them to receive an economic benefit of a cash offer if they decide to accept it. In substance, the exchange offer would be a refinancing transaction and, accordingly, fits within the ra￾tionale for the Five Business Tender Day Offer relief requested herein. We also believe that Eligible Exchange Offer Participants will benefit from an exchange offer of Qualified Debt Securities because, in many instances, it will enable them to match, on a dollar-for-dollar ba￾sis, a purchase of a new security of an issuer with the disposition of an old security of that same issuer without the potential mismatch of the amount of the new security purchased and the amount of the old security tendered and accepted that may occur in separately subscribing for an allocation of a new security being issued and tendering the old security in a cash tender offer. Finally, we believe that issuers will benefit from the ability to make an exchange offer of Qualified Debt Securities because there will be no timing lag or risk between the time of funding of the new debt securities and the time of retirement of the old securities and no “negative carry” associated with having the two debt securities outstanding at the same time.

• Elimination of regulatory distinction between investment grade and non-investment grade
  debt securities. Our requested relief eliminates the distinction in the existing 1986 relief be￾tween investment grade and non-investment grade debt securities. We believe eliminating this distinction is appropriate. First, holders of investment grade and non-investment grade debt securities are comprised of similar investor groups, and therefore we do not believe there is an investor protection concern that merits the distinction. If anything, our experience is that in many, if not most, cases, the holders of non-investment grade securities are more like￾ly to be sophisticated institutional investors compared to holders of investment grade securi￾ties. Second, the factors cited in the 1986 no-action letters and the benefits to issuers and in￾vestors described above of shorter time periods apply to both investment grade and non￾investment grade securities. Third, we believe the elimination of this distinction is consistent with Commission and Congressional policy. Both the Commission, in a series of 2008 pro￾posals,14 and Congress, when it later passed Section 939A of the Dodd-Frank Wall Street Re￾form and Consumer Protection Act of 2010, have recognized the undesirability, as a public policy matter, of making regulatory distinctions on the basis of the credit rating assigned to a particular security by a nationally recognized statistical rating organization. For these reasons, we respectfully request that the Staff confirm that it will not recommend any enforcement action to the Commission (i) for Five Business Days Tender Offers having an expiration date

business and finances of the issuer as would be the case in a Rule 144A/Regulation S offering memoran￾dum for a new issuance of securities. 14 See References to Ratings of Nationally Recognized Statistical Rating Organizations, Rel. No. 34-5870 (Jul. 1, 2008); Security Ratings, Rel. No. 33-8940 (Jul. 1, 2008); and References to Ratings of Nationally Recognized Statistical Rating Organizations, Rel. No. IC-28327 (Jul. 1, 2008).

of five business days after commencement of such offer, on the terms and conditions specified herein; (ii) if an offeror were to change the consideration offered in a Five Business Day Tender Offer and hold open such offer for at least five business days after such change is announced as provided herein; and (iii) if an offeror were to make any material change to a Five Business Day Tender Offer (other than the considera￾tion offered) and hold open such offer for at least three business days after such change is announced as provided herein. Conclusion The Staff has acknowledged that certain tender offers for non-convertible debt securities subject to Regulation 14E do not merit enforcement action when held open for less than 20 business days. Ex￾tending the Staff’s no-action position to a Five Business Day Tender Offer meeting the above criteria would be consistent with the Staff’s existing no-action positions, the Commission’s and Congress’s views on the regulatory use of credit ratings, and the interests of all participants in such transactions. We there￾fore request the relief sought herein be granted and respectfully suggest that the Staff consider supersed￾ing the no-action letters that the Staff previously granted relating to the time period for which non￾convertible debt tender offers must remain open, including those referred to in footnote 10 of this letter, with the relief requested herein. If the Staff disagrees with our analysis, we would appreciate the opportunity to discuss this matter with you. Please do not hesitate to contact any of us if you have any questions or comments. Very truly yours,

/s/ James Clark
James J. Clark
/s/ Michael J. Ohler
Michael J. Ohler
Cahill Gordon & Reindel LLP
Eighty Pine Street
New York, NY 10005
(212) 701-3849
(212) 701-3139
/s/ Lawrence G. Wee
Lawrence G. Wee
Paul Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the
Americas
New York, NY 10019
(212) 373-3052
/s/ Joseph A. Hall
Joseph A. Hall
/s/ Michael Kaplan
Michael Kaplan
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4565
(212) 450-4111
/s/ Senet S. Bischoff
Senet S. Bischoff
/s/ Alexander F. Cohen
Alexander F. Cohen
/s/ Casey T. Fleck
Casey T. Fleck
Latham & Watkins LLP
355 South Grand
Avenue
Los Angeles, CA 90071
(213) 891-8589
/s/ Robert Evans III
Robert Evans III
Shearman & Sterling
LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-8830
/s/ Brian V. Breheny
Brian V. Breheny
/s/ Gregg A. Noel
Gregg A. Noel
/s/ Gregory A. Fernicola
Gregory A. Fernicola
Skadden, Arps, Slate,
Meagher & Flom LLP
4 Times Square
New York, NY 10036
(202) 371-7180
/s/ John D. Lobrano
John D. Lobrano
/s/ Marisa D. Stavenas
Marisa D. Stavenas
Simpson, Thacher &
Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2890
/s/ Corey R. Chivers
Corey R. Chivers
/s/ Adé Heyliger
Adé Heyliger
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8893
/s/ Andrew J. Pitts
Andrew J. Pitts
Cravath, Swaine
& Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1620
/s/ James J. Moloney
James J. Moloney
Gibson, Dunn &
Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
(949) 451-4343
/s/ James P. Barri
James P. Barri
/s/ Ettore Santucci
Ettore Santucci
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA 02109
(617) 570-1105
/s/ Laurie Green
Laurie Green
/s/ David Cole
David Cole
Holland & Knight
515 East Las Olas
Boulevard, Suite 1200
Fort Lauderdale FL 33301
(954) 468-7848
/s/ J. Eric Maki
J. Eric Maki
Jones Day
222 E. 41st Street
New York, NY 10017
(212) 326-3780
/s/ Stuart A. Morrissy
Stuart A. Morrissy
Milbank, Tweed, Hadley &
McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
(212) 530-5224
/s/ David A. Sirignano
David A. Sirignano
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue,
NW
Washington, DC 20004
(202) 739-5420
/s/ Edward D. Ricchiuto
Edward D. Ricchiuto
Sidley Austin LLP
787 Seventh Avenue
New York, NY 10019
(212) 839-8650
/s/ Alan J. Sinsheimer
Alan J. Sinsheimer
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004-
(212) 558-3738
/s/ David Lopez
David Lopez
Cleary Gottlieb Steen & Hamil￾ton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2632

January 23, 2015
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Mergers and Acquisitions
100 F Street, N.E.
Washington, DC 20549
Attention: Ms. Michele Anderson, Chief
Mr. David Orlic, Special Counsel
Mr. Daniel Duchovny, Special Counsel
Dear Ms. Anderson and Messrs. Orlic and Duchovny:
The Credit Roundtable would like to express its enthusiastic support for the no-action relief request (the “Five Business Day Debt Tender Offer Letter”), dated January 23, 2015, by a group of nationally recognized law firms relating to the conduct of certain debt tender offers pursuant to Rules 14e-1(a) and (b) under the Securities Exchange Act of 1934, as amended. Capitalized terms used in this letter but not otherwise defined have the meanings given to them in the Five Business Day Debt Tender Offer Letter. As you know, the Credit Roundtable is an association of fixed-income institutional investors and money managers that seeks to improve the regulatory and market environment for investors in corporate debt securities. We are grateful to have had the opportunity to work together with the various law firms and dealer-managers to craft a clear and common-sense approach to the conduct of the debt tender offers described in the Five Business Day Debt Tender Offer Letter that is fair and workable for issuers, investors, dealer-managers and legal counsel. As described in more detail therein, the Five Business Day Debt Tender Offer Letter proposes various requirements for issuers and certain other parties to conduct a tender or exchange offer for non-convertible debt securities that is held open for five business days. The Credit Roundtable supports the no-action relief requested (the “Requested Relief”) in the Five Business Day Debt Tender Offer Letter for the following principal reasons:
 As a guiding principle, the Requested Relief is designed to be available for transactions that require decisions by investors that are based almost exclusively on the financial terms of the transaction (what we often refer to as “trading” decisions) and is not designed to be available for transactions that require investors to evaluate the substantive characteristics of the issuer, its operations and the subject securities (what we often refer to as “credit” decisions).

 The requirement to hold open Five Business Day Tender Offers for five business days (rather than seven calendar days, as previously required) provides more certainty with respect to the amount of time that investors and money managers have to respond to offers, since the period does not count holidays and weekends.  The notice of guaranteed delivery procedure for Five Business Day Tender Offers permits tenders to occur up to the actual expiration date of the offer. We believe this feature is beneficial to investors and money managers because it counteracts the earlier deadlines (often two or three business days in advance of the actual expiration date) that often are imposed by custodian banks. To the extent that custodian banks cease imposing such earlier deadlines, the Credit Roundtable would be willing to consider supporting a modification of the notice of guaranteed delivery procedure.  The requirement for Immediate Widespread Dissemination helps reduce or eliminate delays in investors receiving tender offer materials. Furthermore, the requirement that Exchange Act reporting companies (including “voluntary filers”) furnish the launch press release on Form 8-K increases the visibility of Five Business Day Tender Offers to investors and money managers.  The ability of issuers to issue Qualified Debt Securities to eligible investors as consideration in Five Business Day Tender Offers makes pure refinancing transactions by issuers easier. In addition, it enables investors to avoid mismatches between the amount of existing securities tendered in a tender offer and the amount of new securities allocated to the investor in a refinancing transaction (which can occur if the tender offer is a separate process from the refinancing transaction). Finally, we believe this ability will increase the availability of corporate debt securities that are more similar to benchmark government securities, thus improving liquidity and facilitating investors’ portfolio management strategies.

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We believe that the Requested Relief represents a significant advance in protections for investors and a rationalization and formalization of consistent market practices that otherwise might be open to varied interpretation. Therefore, the Credit Roundtable enthusiastically supports the Requested Relief. Yours Sincerely,

Lyn Perlmuth
Executive Director
Fixed Income Forum
On Behalf of the Credit Roundtable
225 Park Avenue South 7th Fl. | New York NY 10003 t: (212) 224 3074 | f: (212) 224 3838 e: lperlmuth@iimemberships.com | w: www.iimemberships.com