N.J. Admin. Code § 17:16-23.1

Current through Register Vol. 56, No. 24, December 18, 2024
Section 17:16-23.1 - Definitions

The following words and terms, when used in this subchapter, shall have the following meanings, unless the context clearly indicates otherwise:

"Bank loans" means loans that are originated by commercial and/or investment banks or other lending syndicates. Bank loans are typically comprised of loans to corporations and tend to be the most senior debt in the corporate debt structure.

"Bridge financing" means interim financing used by entities until a long-term financing option can be arranged. Bridge financing typically comes in the form of a debt obligation or equity investment.

"Co-investment" means two parties (usually the limited partner and the general partner of a fund) invest alongside each other. If a limited partner in a fund has co-investment rights, it can invest directly in a company that is also backed by a fund. The institution therefore ends up with two separate stakes in the company -- one indirectly through the fund; one directly in the company. Co-investment may also include multiple like-minded institutional investors investing in a specific company or portfolio.

"Commingled fund" means all open-end and closed-end pooled investment vehicles formed for the purpose of investing. A commingled fund may be organized as a group trust, partnership, limited liability company, corporation, insurance company separate account, or other multiple ownership entity. An investment in a commingled fund may take the form of an investment in the fund or in the trustee, general partner, or other managing member of such fund.

"Common stock" means shares of stock, other than preferred stock, representing ownership in a corporation or other form of legal entity.

"Convertible debt issue" means a debt obligation of any corporation or other form of legal entity that is convertible into the common stock of the entity.

"Convertible preferred stock" means preferred stock of any corporation or other form of legal entity that is convertible into the common stock of the entity.

"Credit structured products" means investments whose cash flow characteristics depend upon a pool of collateral, one or more securities, indices, or similar strategies designed to replicate the return of a basket of securities, or that have embedded forwards or options or securities where the investment return is contingent on, or sensitive to, changes in the value of underlying assets, indices, interest rates, or cash flows.

"Debtor-in-possession financings" means financing arranged by an entity while under a bankruptcy reorganization process.

"Exchange-traded funds" means funds that invest in underlying securities that track a pre-determined index or strategy, a commodity, or a basket of assets, and whose shares can be traded like shares of common stock.

"Funds-of-funds" means funds set up to distribute investments among a selection of fund managers, who in turn invest the capital directly.

"Global collateralized notes" means securities collateralized by loans, receivables, claims, or any other assets.

"Global diversified credit investments" means investments in opportunistic credit, global collateralized notes, bank loans, mezzanine debt, credit structured products, commercial and residential mortgage-backed securities, commercial and residential whole loans, and other similar strategies, including equity participation.

"High yield debt" means a debt obligation with a lower credit rating than investment-grade debt.

"Joint venture" means a contractual agreement joining two or more parties for the purpose of executing a particular undertaking. All parties agree to share in the profits and losses of the enterprise. Joint ventures are usually private.

"Mezzanine debt" means subordinated debt which may include embedded equity instruments.

"Mortgage-backed securities" mean asset-backed securities that represent a right to receive a portion of the cash flows from mortgage loans. Residential mortgage-backed securities are typically secured by single-family or two- to four-family real estate. Commercial mortgage-backed securities are typically secured by commercial and multi-family properties such as apartment buildings, hotels, schools, retail or office properties, industrial properties, and other commercial sites.

"Opportunistic credit" means primary and secondary opportunities in performing, stressed, and distressed public and private securities. This includes senior loans, high yield debt, debtor-in-possession financings, and bridge financings, as well as post-reorganization equity.

"Post-reorganization equity" means equity issued by an entity as part of a bankruptcy, reorganization, or other similar restructuring.

"Preferred stock" means shares of stock which provide a dividend that is paid before any dividends are paid to holders of common stock and additional rights above and beyond those conferred by common stock.

"Private credit investments" means investments in opportunistic credit, global collateralized notes, bank loans, mezzanine debt, credit structured products, commercial and residential mortgage-backed securities, commercial and residential whole loans, and other similar strategies, including equity participation.

"Private placement" means a negotiated sale in which the securities are sold directly to institutional or private investors, rather than through a public offering registered with the U.S. Securities and Exchange Commission or applicable foreign regulatory body. Private placement includes the sale of securities pursuant to Section 4(2), Regulation D, Regulation S, or Rule 144A under the Securities Act of 1933, as amended.

"Senior loan" means a debt financing obligation that holds legal claim above other junior debt obligations. Senior loans may include embedded equity instruments.

"Separate account" means an investment vehicle with a single investor that is unaffiliated with its sponsor or manager.

"Whole loans" mean mortgage loans obtained through the secondary mortgage market with administration of the loan(s) handled through a third party. Residential whole loans are typically secured by single-family or two- to four-family real estate. Commercial whole loans are typically secured by commercial and multi-family properties such as apartment buildings, hotels, schools, retail or office properties, industrial properties, and other commercial sites.

N.J. Admin. Code § 17:16-23.1

Amended by 50 N.J.R. 215(b), effective 1/2/2018
Amended by 53 N.J.R. 1857(a), effective 11/1/2021