The money cafe, Inc. is a California company in the business of making consumer loans. It has about 300 employees who work in the Los Angeles office (also the corporate headquarters) where all work relating to loan approvals and collections is done. Approximately 300 more employees work at various offices outside of California. About 30% of the company's gross revenues is in the form of interest from loans made to out-of-state borrowers. Depending on valuation techniques used, the company's assets in California are about 75 to 85% of its total assets.

The company has operated for the past several years under financing Provided by Texas Bank. It would like to refinance this debt by issuing debt securities to California residence and using the proceeds to pay down the bank debt. Is either rule 147 or 147A available even though (1) the company has substantial income from interest paid by out-of-state customers, and (2) the company will be sending the proceeds out of the state to the Texas Bank? See Master financial Inc. SEC no-action letter (May 27, 1999)