Via Facsimile & U.S. Mail

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

Page 2

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 request 1 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 enforcement 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 securities 2, 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 appropriate 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 Securities 3, for any and all of such debt securities;

•

be open to all record and beneficial holders of such debt securities; provided that exchange 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 meaning of Regulation S under the Securities Act) (collectively, “Eligible Exchange Offer

Participants”) in a transaction exempt from the registration requirements of the Securities Act; provided, further, that, holders who are not Eligible Exchange Offer Participants (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 either 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 offer 4;

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 Qualified 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 commencement 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 commencement of the offer. “Qualified Debt Securities” means non-convertible debt securities that are identical 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 maturity date, interest payment and record dates, redemption provisions and interest rate; provided that Qualified Debt Securities must have (i) all interest payable only in cash and (ii) a weighted average life to maturity 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 condition 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.

-2-

•

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 (collectively, the “Indenture”);

•

not be made if a default or event of default exists under the Indenture or any other indenture 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 insolvency 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 discussions 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 Indebtedness 5;

•

permit tenders prior to the expiration of the offer through a guaranteed delivery procedure by means of a certification by or on behalf of a holder that such holder is tendering 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 expiration 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 offered 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 documents (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 collateral (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 release 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.

-3-

•

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 issuer or offeror is a reporting company under the Exchange Act (including a “voluntary filer”), describe any change in the consideration being offered in a Current Report 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 business 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 merger (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 subsidiary 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 purchase, 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 material 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 participants 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.

-4-

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 noaction relief for issuer tender offers for non-convertible debt securities (later limited to only nonconvertible 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. 10

The Staff’s existing no-action relief recognizes that debt tender offers may, in certain circumstances, present significantly different timing considerations than those involved in tender offers for equity 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 refinancing 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 offer. 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 advancements 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 increases 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 securities, 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, Salomon 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 addition, given modern technology and the widespread use of electronic communications, we believe that individual investors will be better able to respond within the applicable time frame, especially in light of the

Immediate Widespread Dissemination requirement.

-5-

•

Immediate Widespread Dissemination. The relief requested hereby would be conditioned

upon the offeror providing Immediate Widespread Dissemination of offer materials in a manner 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 defined 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 communications technology since 1986, we believe the requested relief, coupled with the requirement 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 holder 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 solicitation 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 decision 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 after 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 identical in all material respects to the existing debt securities sought in the offer, other than maturity, 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 payment 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

-6-

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 Offer Participants in advance of an exchange offer being commenced. If a holder does not qualify 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 rationale 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 basis, 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 between 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 likely to be sophisticated institutional investors compared to holders of investment grade securities. Second, the factors cited in the 1986 no-action letters and the benefits to issuers and investors described above of shorter time periods apply to both investment grade and noninvestment 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 proposals, 14 and Congress, when it later passed Section 939A of the Dodd-Frank Wall Street Reform 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 memorandum 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).

-7-

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 consideration 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. Extending 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 therefore request the relief sought herein be granted and respectfully suggest that the Staff consider superseding the no-action letters that the Staff previously granted relating to the time period for which nonconvertible 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,

-8-

/s/ James Clark

James J. Clark

/s/ Lawrence G. Wee

Lawrence G. Wee

/s/ Joseph A. Hall

Joseph A. Hall

/s/ Senet S. Bischoff

Senet S. Bischoff

/s/ Michael J. Ohler

Michael J. Ohler

Paul Weiss, Rifkind, Wharton &

Garrison LLP

1285 Avenue of the

Americas

New York, NY 10019

(212) 373-3052

/s/ Michael Kaplan

Michael Kaplan

/s/ Alexander F. Cohen

Alexander F. Cohen

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

(212) 450-4565

(212) 450-4111

/s/ Casey T. Fleck

Casey T. Fleck

Cahill Gordon & Reindel LLP

Eighty Pine Street

New York, NY 10005

(212) 701-3849

(212) 701-3139

Latham & Watkins LLP

355 South Grand

Avenue

Los Angeles, CA 90071

(213) 891-8589

/s/ Robert Evans III

Robert Evans III

/s/ Brian V. Breheny

Brian V. Breheny

/s/ John D. Lobrano

John D. Lobrano

/s/ Corey R. Chivers

Corey R. Chivers

Shearman & Sterling

LLP

599 Lexington Avenue

New York, NY 10022

(212) 848-8830

/s/ Gregg A. Noel

Gregg A. Noel

/s/ Marisa D. Stavenas

Marisa D. Stavenas

/s/ Adé Heyliger

Adé Heyliger

/s/ Gregory A. Fernicola

Gregory A. Fernicola

Simpson, Thacher &

Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2890

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8893

Skadden, Arps, Slate,

Meagher & Flom LLP

4 Times Square

New York, NY 10036

(202) 371-7180

/s/ Andrew J. Pitts

Andrew J. Pitts

/s/ James J. Moloney

James J. Moloney

/s/ James P. Barri

James P. Barri

/s/ Laurie Green

Laurie Green

Cravath, Swaine

& Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

(212) 474-1620

Gibson, Dunn &

Crutcher LLP

3161 Michelson Drive

Irvine, CA 92612

(949) 451-4343

/s/ Ettore Santucci

Ettore Santucci

/s/ David Cole

David Cole

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, MA 02109

(617) 570-1105

Holland & Knight

515 East Las Olas

Boulevard, Suite 1200

Fort Lauderdale FL 33301

(954) 468-7848

/s/ J. Eric Maki

J. Eric Maki

/s/ Stuart A. Morrissy

Stuart A. Morrissy

/s/ David A. Sirignano

David A. Sirignano

/s/ Edward D. Ricchiuto

Edward D. Ricchiuto

Jones Day

222 E. 41st Street

New York, NY 10017

(212) 326-3780

Milbank, Tweed, Hadley &

McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

(212) 530-5224

Morgan, Lewis & Bockius LLP

1111 Pennsylvania Avenue,

NW

Washington, DC 20004

(202) 739-5420

Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

(212) 839-8650

/s/ Alan J. Sinsheimer

Alan J. Sinsheimer

/s/ David Lopez

David Lopez

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 100042498

(212) 558-3738

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

(212) 225-2632

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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