SEC staff today issued a revised no-action letter in regard to SEC Rule 15c2-11 and fixed income products. Today’s release effectively extends the 2022 treatment of fixed income products under Rule 15c2-11 for an additional two years.
Under today’s no-action letter, signed by Josephine Tao, Assistant Director of the SEC’s Division of Trading and Markets, SEC staff will not recommend enforcement actions against broker-dealers with respect to Rule 15c2-11 and fixed income products under conditions specified in the letter. In order for a security to qualify under today’s no-action letter, a dealer must determine that the security meets at least one of the conditions specified in the letter’s appendix.
Rule 15c2-11 is a 1970s-era regulation that requires traders, before publishing a quote to a quotation medium, review certain issuer financial disclosure information and ensure that information is available publicly. In September 2021 the SEC announced for the first time in the Rule’s history that the Rule applies not only to over-the-counter equities but to fixed-income securities as well except exempt securities such as governments and municipals. In December 2021 SEC staff issued a no-action letter that provided limited relief for a one-year period. Today’s no-action letter withdraws the 2021 15c2-11 no-action letter.
Notably, today’s letter extends no-action relief for published quotations for 144A securities even if issuer financials are not publicly available as long as the issuer makes financial information available to qualified buyers as specified in Rule 144A(d)(4). Under previous guidance, 144A issuers would have had to publish public financials beginning in 2023 in order for their securities to be receive enforcement relief under the no-action letter.
Today’s release follows a long and sustained advocacy campaign by BDA to provide additional relief from the Rule. Today’s SEC action is responsive to BDA requests. Indeed, today’s letter specifies that it was issued “in response to indications from industry representatives that they need additional time to complete the operational and systems changes necessary to comply with the Amended Rule for fixed income securities.”
Today’s SEC release is available here. Please call or write with any questions.
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