Securities Act of 1933
Section 3(a)(5)

October 15, 2014

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows.  Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend enforcement action to the Commission if Staple Cotton Discount, in reliance on your opinion of counsel that the exemption provided by Section 3(a)(5)(A) of the Securities Act is available, offers and sells the notes described in your letter without compliance with the registration requirements of the Securities Act.  

This position is based upon the representations made to the Division in your letter.  Any different facts or conditions might require the Division to reach a different conclusion.  Further, this response expresses the Division’s position on enforcement action only and does not express any legal conclusions on the questions presented.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/staple-cotton-discount-101514-3a5.htm