Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 18c-2 -- Exemptions of Certain Debentures Issued by Small Business Investment Companies

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1. The issuance or sale of any class of senior security representing indebtedness by a small business investment company licensed under the Small Business Investment Act of 1958 shall not be prohibited by section 18(c) of the Act provided such senior security representing indebtedness is:
   
   
   1. not convertible into, exchangeable for, or accompanied by an option to acquire any equity security;
      
      
   2. fully guaranteed as to timely payment of all principal and interest by the Small Business Administration and backed by the full faith and credit of the United States; and
      
      
   3. subordinated to any other debt securities not issued pursuant to this section or, if such security is not so subordinated, that such security, according to its own terms, will not be preferred over any other unsecured debt securities in the payment of principal and interest: And further provided, That all other debt securities then outstanding issued by such small business investment company were issued as permitted by Rule 18c-1 or this section.
      
      
2. Any security issued and sold as permitted by paragraph (a) of this section shall be deemed for purposes of Rule 18c-1 to be privately held by the Small Business Administration and for purposes of Rule 18c-1 shall not be deemed to be publicly held outstanding indebtedness.
   
   
3. The issuance or sale of any security as permitted by paragraph (a) of this section shall not be deemed to be a sale to any person other than the Small Business Administration by any small business investment company licensed under the Small Business Investment Company Act of 1958 which is exempt from any provision of the Investment Company Act, if such exemption is conditioned on such company not offering or selling its securities to any person other than the Small Business Administration.

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