SEC Division of Corporation Finance no-action letter: Cleary Gottlieb Steen & Hamilton LLP

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E-Mail: erosen@cgsh.com

Securities Act of 1933
Sections 12(a) and (g) of the Securities
Exchange Act of 1934
Trust Indenture Act of 1939
Office of Capital Market Trends
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Amy Starr
Re: Request for No-Action Relief for Certain Security-Based Swaps Referencing Loans and Narrow-Based Indices of Loans Dear Ms. Starr:
We are writing to request confirmation by the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “Commission”) that, for the period described below, the staff of the Division will not recommend that the Commission take enforcement action under the Securities Act of 1933 (the “Securities Act”) (other than Section 17(a) thereof), Sections 12(a) and (g) of the Securities Exchange Act of 1934 (the “Exchange Act”), or the Trust Indenture Act of 1939 (the “Trust Indenture Act”) with respect to the offer or sale to ECPs (as defined below) of those security-based swaps that would constitute security-based swap agreements under Section 2A of the Securities Act as in effect prior to the effective date (the “Effective Date”) of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), including having material terms (other than price and quantity) that are subject to individual negotiation, but for the fact that such