SecProbe.io

July 28 , 2020

Via Email

Scott Jones
Troutman Pepper
400 Berwyn Park
899 Cassa tt Road
Berwyn, PA 19312

Re: Asta Funding, Inc.
PRE R14A filed July 24 , 2020
File No. 1-35637

Schedule 13E -3 filed July 24, 2020
Filed by Asta Finance Acquisitions Inc. , et al.
File No.   5-44713

Dear Mr. J ones:

The s taff in the Office of Mergers and Acquisitions has conducted a limited review of the
filings listed above.  We have limited our review  of your proxy statement and Schedule 13E -3 to
those issues we have addressed in the  comments  below .  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.

Please respond to this letter within  ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is  appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.   Defined terms used here have
the same meaning as in your pr oxy statement.

Scott Jones, Esq.
Troutman Pepper
July 28 , 2020
Page 2

 Schedule 14A  filed Jul y 24, 2020

Questions & Answers About the Virtual Special Meeting and the Merger, page 9
Why was the original merger agreement amended?, pag e 10

1. Despite the subtitle of this section, no information is provided about  why the merger
agreement was amended.  While it is appropriate to cite to a more thorough discussion
later in the proxy statemen t, the  summary disclosure  provided should match the tit le of
the section, and vice versa.  Please revise the s ubtitle or the disclosure in this section.

Background of the Merger, page 14

2. Refer to the disclosure on page 17 .  Explain the basis for the Special Committee ’s stated
concern with the  Initial Management Forecast s due to  their projection s of corporate and
public company expenses  throughout the business .  We understand that these concerns
resulted in the use of alte rnate forecasts for co rporate expens es by Lincoln.   Specifically
describe the Special Committee ’s concerns in  this regard.

3. Refer to the disclosure at the top of page 18.   It appears that Mr. Stern expressed concerns
with the  Initial Management Forecasts, which resulted in the Special Committee
suggesting that they should be revised.  Exp and to explain  why the Special Committee
determined  to revise those forecasts at the behest of the acquirer  in the merger.

4. On page  20, explain why representatives of the Company distributed a third  round of
management forecasts ( the “Final Management Forecast ”).  Specifically, describe what
caused the  generation of a third set of projections.

Reasons for the Merger and Recommendation of Our Board of Directors , page 27

5. Expand to address how the Board of Directors consider ed the net book value per share of
$13.23, which is above the merger consid eration , in assessing fairness .

6. Expand the discussion on page 28 to explain the basis for the conclusion that the merger
is more favorable to the shareholders of the Company tha n remaining an independent
entity.

Purposes and Reasons of the Parent Parties a nd the Stern Group for the Merger, page 32

7. Explain the reasons for the timing of the merger from the perspective of the Stern Gr oup
affiliated parties.

Scott Jones, Esq.
Troutman Pepper
July 28 , 2020
Page 3

 Opinion of the Financial Adv isor to the Speci al Committee of Our Board of Dir ectors, page 34

8. In the discussion of the financial advisor ’s opinion beginning on page 34, consider using
the same labels for the management forecasts as used ea rlier in the Background of the
Merger section of  the proxy statement  so it is clear which figures are being referenced .

9. We note that net book value (which is higher than the merger cons ideration) was
consider ed by Lincoln in its December 2019 ana lysis of the merger. Explain why it was
apparently not consider ed in its updated analysis  described here .

Interests of Our Directors and Executive Officers in the Merger, page 59

10. The discussion of the interests of insiders should be relocated  to a more prominent
section closer to the forepart of the proxy statement.   See Rule 13e -3(e)(1)(ii).

Caution Regarding Forward -Looking Statements, page 66

11. The safe harbor for forward -looking statement do es not apply in the  context of a
transaction  subject to Rule 13e -3.  Please delete the reference to the PSLRA or clarify
that its safe harbor provisions do not apply in the  context of this merger.

Fees and Expenses, page 65

12. Please provide a break down of the fees to be incurred by each filin g person on the
Schedule 13E -3.

Vote Required, page 68

13. Here and at the forepart of the proxy statement in the appropriate  section, clarify  the
percentage of the vote that is assured by virtue of the RBF voting agreement.

 We remind you that the  filing persons on the Schedule 13E -3 are responsible for
the accuracy and adequacy of their disclosures  in both filings , notwithstanding any review,
comments, action or absence of action by the staff.

Please contact me at 202-551-3263  with any questions.

Sincerely,

 /s/ Christina Chalk

 Christina Chalk
Senior Special Counsel
Office of Mergers & Acquisitions