Section 4(a)(2) of the Securities Act (formerly Section 4(2) but redesignated Section 4(a)(2) by the JOBS Act) provides an exemption from the provisions of Section 5 of the Securities Act for "transactions by an issuer not involving any public offering." Companies rely on this private placement exemption for a wide variety of transactions, including, but not limited to initial sales of equity directly to investors or through financial intermediaries; venture capital rounds; limited sales of stock to employees under certain benefit plans; and high-yield bond and investment grade debt offerings to multiple institutions.
NONE of the above is applicable to aged debt being purchased in exchange for FREE TRADING shares! The TOXIC FUNDS are NOT "investors"! There's NO "offering" taking place when they purchase the aged debt!! They're using the exemptions to Rule Section 4(a)(2)!
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