SEC Division of Corporation Finance no-action letter: Senvest

Craig Warkol, Esq.
Schulte Roth + Zabel LLP
919 Third Avenue
New York, NY 10022
Re: Senvest Management, LLC
Waiver of disqualification pursuant to Rule 506(d)(2)(ii) of Regulation D Dear Craig Warkol:
This is in response to your letter dated April 3, 2024 (“Waiver Letter”), written on behalf of Senvest Management, LLC (“Senvest”) and constituting an application for a waiver of disqualification under Rule 506(d)(2)(ii) of Regulation D under the Securities Act of 1933 (“Securities Act”). In the Waiver Letter, Senvest requests relief from any disqualification that will arise as to Senvest under Rule 506 of Regulation D under the Securities Act as a result of the entry of the Commission’s order entered April 3, 2024 against Senvest pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (the “Order”). Assuming that Senvest complies with the Order, we have determined that Senvest has made a showing of good cause under Rule 506(d)(2)(ii) of Regulation D that it is not necessary under the circumstances to deny it reliance on Rule 506 of Regulation D by reason of the entry of the Order. Accordingly, the relief requested in the Waiver Letter is hereby granted on the condition that Senvest complies with the terms of the Order. Any different facts from those represented in the Waiver Letter or Senvest’s failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Michael P. Seaman Michael P. Seaman Chief Counsel Division of Corporation Finance