The facts of Kirschner are as follows: In 2014, investors purchased $1.775 billion in syndicated term loan debt obligations of Millennium Laboratories LLC from defendant lenders. The next year, Millennium filed for bankruptcy and as part of the bankruptcy plan, the investors’ claims were assigned to a trust. In 2017, the bankruptcy trustee, Marc Kirschner, alleged that the debt obligations constituted securities, and thus were subject to the more stringent disclosure rules under securities laws. The defendants moved to dismiss the securities law claims on the grounds that a syndicated bank loan is not a security, and a loan syndication is not a securities distribution.