Sullivan & Worcester LLP T 202 775 1200
1666 K Street, NW F 202 293 2275
Washington, DC 20006 www.sandw.com
September 7, 2010
VIA EDGAR
EDGAR Operations Branch
Division of Investment Management
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Ametrine Capital, Inc.
Information Statement on Schedule 14C
File Numbers 333-153083; 814-776
Ladies and Gentlemen:
This letter sets forth responses to additional oral comments received from
Dominique Minore of the staff of the Securities and Exchange Commission on
August 24, 2010, pertaining to the preliminary information statement on Schedule
14C that was filed by Ametrine Capital, Inc. (the "Corporation") on August 10,
2010. Where noted, changes have been made and incorporated into the information
statement.
1. Comment: Please add the following statement into the information
statement: "The Corporation has no intention to invest in securities
or meet the definition of an investment company."
Response: The proposed first paragraphs in the section "EFFECT ON OUR
SHAREHOLDERS" has been revised as follows, to reflect the requested
information:
"The Corporation has no intention to invest in securities or meet the
definition of an investment company, as described in Section 3 of the
1940 Act, after withdrawing its election to be regulated as a BDC.
Upon withdrawal of its BDC election, the Corporation will maintain its
registration under the Securities Exchange Act of 1934 (the "Exchange
Act") and file regular reports as required thereunder, as discussed
below. The cost of the Corporation's ongoing registration will
continue to be funded solely by Meitav, through interest-free debt
that is expected to be converted into additional common shares at $.05
per share.
The Corporation has no current plans to liquidate its assets.
Management is currently considering alternatives for how it will
proceed going forward, including but not limited to selling the
Corporation, or acquiring or merging with existing companies, although
there are no definitive transactions structured to that effect. The
Corporation will no longer be able to sell securities under its
current registration statement. In the event that the Corporation
offers new securities for sale to the public, it will file a new
registration statement with the SEC absent an available exemption.
Such registration statement would be on Form S-1 or an equivalent form
if Form S-1 is not then available. The Corporation has no current
plans to offer any such securities to the public. The Corporation is,
and will continue to be after it ceases to be a BDC, a shell
corporation as defined in Rule 12b-2 to the Exchange Act."
2. Comment: Please add the following statement into the information
statement: "The Corporation will no longer be able to sell securities
under its current registration statement."
Response: Requested information has been added. Please see Response to
Comment 1.
3. Comment: Please state that the Corporation will file a "new"
registration statement in the event that it will offer new securities
for sale to the public.
Response: Requested information has been added. Please see Response to
Comment 1.
4. Comment: Please specify whether the Corporation's ongoing registration
will be funded solely by Meitav and the form of this funding, and how
Meitav will recover its costs.
Response: Requested information has been added. Please see Response to
Comment 1.
5. Comment: Please discuss whether the Corporation has been in compliance
with the asset coverage requirement for a business development
company, in light of its debt to Meitav for its support of the
Corporation's ongoing operations.
Response: Section 61(a) of the 1940 Act provides that a business
development company must have asset coverage of at least 200 per
centum of any senior security that it issues, either in the form of
preferred stock or debt. Section 18(g) defines senior security in
relevant part as "any bond, debenture, note, or similar obligation or
instrument constituting a security and evidencing indebtedness."
Ametrine believes that the indebtedness due to Meitav is not a "senior
Security" within the meaning of Section 18 and 61. First, it is not a
"security" because it does not have the characteristics of a security
- it is not transferable and it is non-interest bearing. Second, the
indebtedness arises from the day-to-day operations of Ametrine,
chiefly comprised of accounting and legal expenses involved with its
ongoing registration and reporting requirements. The Staff has not in
the past treated these kinds of receivables as being subject to the
asset coverage tests of the Act. Third, the asset coverage requirement
is intended to limit investment leverage by investment companies, but
in Ametrine's case, its assets are held exclusively in cash. Because
Ametrine's debt to Meitav is not a senior security, Ametrine therefore
believes that it is not in violation of the asset coverage required
under Section 61(a).
The Company further acknowledges that:
o should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;
o the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and
o the Company may not assert this action as defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Any questions or comments with respect to this filing may be directed to
the undersigned at (202) 775-1227.
Very truly yours,
/s/ Arie Heijkoop, Jr.
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Arie Heijkoop, Jr.