[Federal Register Volume 85, Number 164 (Monday, August 24, 2020)]
[Notices]
[Page 52166]
[FR Doc No: 2020-18612]

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SECURITIES AND EXCHANGE COMMISSION

Sunshine Act Meetings

TIME AND DATE: Notice is hereby given, pursuant to the provisions of
the Government in the Sunshine Act, Public Law 94-409, the Securities
and Exchange Commission will hold an Open Meeting on Wednesday, August
26, 2020 at 10:00 a.m.

PLACE: The meeting will be held via remote means and/or at the
Commission's headquarters, 100 F Street NE, Washington, DC 20549.

STATUS: This meeting will begin at 10:00 a.m. (ET) and will be open to
the public via audio webcast only on the Commission's website at
www.sec.gov.

MATTERS TO BE CONSIDERED: The subject matter of the open meeting will
be the Commission's broader efforts to (1) modernize and improve the
Commission's disclosure framework in light of the changes in our
capital markets and domestic and global economy, and (2) simplify,
harmonize, and improve the exempt offering framework under the
Securities Act to promote capital formation and expand investment
opportunities while maintaining and enhancing appropriate investor
protections. The specific matters to be considered are:
    (1) Whether to adopt amendments to modernize the description of
business, legal proceedings, and risk factor disclosures that
registrants are required to make pursuant to Regulation S-K. These
disclosure items, which have not undergone significant revisions in
over 30 years, would be updated to account for developments since the
rules' adoption or last revision, to improve disclosure for investors,
and to simplify compliance for registrants. Specifically, the
amendments are intended to improve the readability of disclosure
documents, as well as discourage repetition and the disclosure of
information that is not material.
    (2) whether to adopt amendments to the definition of ``accredited
investor'' in Commission rules and the definition of ``qualified
institutional buyer'' in Rule 144A under the Securities Act to update
and improve the definition to identify more effectively investors that
have sufficient financial sophistication to participate in certain
private investment opportunities. The amendments are the product of
years of efforts by the Commission and its staff to consider and
analyze possible approaches to revising the accredited investor
definition.

CONTACT PERSON FOR MORE INFORMATION: For further information and to
ascertain what, if any, matters have been added, deleted or postponed,
please contact Vanessa A. Countryman, Office of the Secretary, at (202)
551-5400.

    Dated: August 19, 2020.
Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2020-18612 Filed 8-20-20; 11:15 am]
BILLING CODE 8011-01-P


[Federal Register Volume 77, Number 132 (Tuesday, July 10, 2012)]
[Notices]
[Pages 40668-40671]
[FR Doc No: 2012-16766]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-67344; File No. SR-MSRB-2012-06]

Self-Regulatory Organizations; Municipal Securities Rulemaking
Board; Notice of Filing of Proposed Rule Change To Amend Rule G-34, on
CUSIP Numbers, New Issue, and Market Information Requirements

July 3, 2012.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``the Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on June 28, 2012, the Municipal Securities Rulemaking Board
(``MSRB'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the MSRB. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The MSRB is filing with the Commission a proposed rule change
consisting of amendments to Rule G-34 on CUSIP numbers, new issue, and
market information requirements (the ``proposed rule change''). The
proposed rule change would govern the use by brokers, dealers or
municipal securities dealers of the term ``not reoffered'' or the
designation ``NRO'' in any of its written communications about new
issues of municipal securities.
    The text of the proposed rule change is available on the MSRB's Web
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2012-Filings.aspx, at the MSRB's principal office, and at the Commission's
Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the MSRB included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The MSRB has prepared summaries, set forth in Sections
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Summary of Proposed Rule Change. The proposed rule change would
amend MSRB Rule G-34 to prohibit any broker, dealer or municipal
securities dealer (a ``dealer'') from using the term ``not reoffered''
or other comparable term or designation, such as the commonly used
designation of ``NRO,'' without also including the applicable price or
yield information about the securities in any of its written
communications, electronic or otherwise, sent by or on behalf of the
dealer. Such prohibition would apply to any such communication
occurring from and after the time of initial award of a new issue of
municipal securities. The time of initial award would be the earlier of
(A) the Time of Formal Award, or (B) if applicable, the time at which
the issuer initially accepts the terms of a new issue of municipal
securities subject to subsequent formal award, sometimes referred to as
the ``verbal award.'' ``Time of Formal Award'' currently is defined in
MSRB Rule G-34(a)(ii)(C)(1)(a) as, ``for competitive issues, the later
of the time the issuer announces the award or the time the issuer
notifies the underwriter of the award, and, for negotiated issues, the
later of the time the contract to purchase the securities from the
issuer is executed or the time the issuer notifies the underwriter of
its execution.'' The prohibition would not apply to communications
occurring prior to the time of initial award of a new issue of
municipal securities.
    The proposed rule change would improve the availability of current
information about initial offering prices or yields of new issues of
municipal securities to market participants. Dealers, whether acting as
underwriters or in the secondary market, sometimes designate certain
maturities of a new issue of municipal securities as not reoffered, or
NRO, in communications about such securities, and omit the
corresponding initial offering price or yield information. While an
underwriter is required to report complete information about initial
offering prices or yields (including for maturities designated as NRO)
pursuant to MSRB Rules G-32 and G-34 as described below, such
information may not be readily available until as late as the end of
the ``date of first execution'' of the new issue.\3\ The proposed rule
change would require underwriters to include such information about
initial offering prices or yields in any communication it sends to any
party from and after the time of initial award, which occurs prior to
the submission deadlines of Rules G-32 and G-34.
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    \3\ The date of first execution under Rule G-32 generally is the
date on which the underwriter executes its first transactions with a
customer or another dealer in any security offered in a primary
offering.
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    More timely information about initial offering prices or yields
would improve new issue price discovery for issuers pricing their own
same-day transactions as well as for investors and other market
participants seeking more contemporaneous price information. Further,
the availability of more contemporaneous price information to a larger
universe of market participants would significantly reduce pricing
inefficiencies in the marketplace. Currently, not all market
participants have access to the same universe of price or yield
information about new issues of municipal securities as they come to
market and, as a result, differences in prices for similar

securities may reflect in part the lack of broad access to such data
useful in more accurately assessing current market values, rather than
differences in intrinsic credit, structural or other features of the
securities or the respective issuers. Thus, improving timely access to
a larger universe of pricing data by more market participants would
reduce pricing inefficiency that results from incomplete data.
    The proposed rule change also would delete existing subsection
(e)(iii) of MSRB Rule G-34, which includes provisions for compliance by
dealers with certain registration and testing requirements previously
applicable with respect to the start-up phase in 2008 of the New Issue
Information Dissemination System (``NIIDS'') operated by the Depository
Trust and Clearing Corporation (``DTCC''). This amendment will
streamline Rule G-34 by eliminating language from the rule that no
longer has any effect.
    Currently Applicable MSRB Rules. With certain exceptions,
underwriters are required, pursuant to MSRB Rule G-34(a)(ii)(C), to
report to NIIDS certain information about most new issues of municipal
securities within two hours following the Time of Formal Award,
including the initial price or yield at which each maturity of the new
issue of municipal securities was sold. Underwriters are also required,
pursuant to MSRB Rule G-32(b)(vi)(C)(1)(a), to submit to the MSRB's
Electronic Municipal Market Access (EMMA[supreg]) system certain
information about the new issue, including the initial offering price
or yield of all maturities, on or prior to the end of the date of first
execution. Under both rules, the initial offering price or yield must
be provided for all maturities, including those that are not reoffered,
and underwriters cannot use the designation of NRO in their
submissions. Initial offering price or yield information submitted to
NIIDS is disseminated by DTCC to its subscribers, including market
participants and information vendors, upon submission by underwriters
for dissemination, typically within two hours following the Time of
Formal Award, while such information submitted to the EMMA system
becomes available to the public on the EMMA Web site and through
subscription services to information vendors and other market
participants immediately upon submission and typically by the end of
the date of first execution.\4\
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    \4\ In addition, with limited exceptions, MSRB Rule G-14
requires dealers to report the actual prices at which municipal
securities are sold to the MSRB's Real-time Transaction Reporting
System. Although most prices are required to be reported within 15
minutes of the time of trade, in many cases initial trades by
syndicate or selling group members executed on the first day of
trading at the published list offering price may be reported by the
end of the day. Thus, while these prices are disseminated shortly
after receipt to the public on a real-time basis by the MSRB on the
EMMA Web site and through subscription services to information
vendors and other market participants, transactions reflecting
initial offering prices or yields may not be available for
dissemination until the end of the first day of trading.
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    Availability of Information About Initial Offering Prices or Yields
From Third-Party Vendors. Although, as noted above, information vendors
may receive subscriptions from the MSRB or DTCC of data that includes
the complete initial offering price or yield information for all
maturities, including maturities that are not reoffered, such third-
party vendors may also receive information regarding the new issue
directly from underwriters or other parties on the underwriters' behalf
that may sometimes substitute the designation of NRO for the initial
offering price or yield for applicable maturities. Third-party vendors
may then post such separately submitted information in a manner
designed to highlight new issues coming to market and may otherwise
repackage and distribute such information to their subscribers,
including a combination of dealers, other information vendors and other
market participants. This information disseminated by third party
vendors, often including the NRO designation without accompanying
initial offering price or yield, is available to their subscribers
shortly after submission to such vendor and frequently before the the
complete initial offering price or yield information becomes available
through NIIDS and the EMMA system. The proposed rule change would
result in information about the initial offering prices or yields for
NRO maturities to be included in any such separately submitted and
disseminated information from and after the initial award.
    Effective Date of Proposed Rule Change. The MSRB proposes that the
proposed rule change be made effective on the first calendar day of the
next succeeding month beginning at least twenty-eight (28) calendar
days after the date on which the proposed rule change is approved by
the Commission.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with
Section 15B(b)(2)(C) of the Securities Exchange Act of 1934, as amended
(the ``Exchange Act''), which provides that the MSRB's rules shall:

    be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities and
municipal financial products, to remove impediments to and perfect
the mechanism of a free and open market in municipal securities and
municipal financial products, and, in general, to protect investors,
municipal entities, obligated persons, and the public interest.

    The MSRB believes that the proposed rule change is consistent with
the Exchange Act. The proposed rule change would remove impediments to
and perfect the mechanism of a free and open market in municipal
securities by prohibiting certain communications that hinder price and
market transparency, and by facilitating new issue price discovery. The
proposed rule change would require that communications occurring from
and after the time of initial award of a new issue that use the
designation not reoffered or NRO also include the applicable initial
offering price or yield. The proposed rule change would contribute to
more effective price discovery for issuers pricing their own same-day
transactions resulting from the availability of more complete and
contemporaneous pricing of other new issues, as well as for investors
and other market participants seeking more contemporaneous price
information. These changes would also contribute to the MSRB's
continuing efforts to improve market transparency and to protect
investors, municipal entities, obligated persons and the public
interest.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe that the proposed rule change would
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Exchange Act since it would apply to
all dealers that send written or electronic communications about new
issues of municipal securities. Since dealers are already required to
provide the initial offering prices or yields under other MSRB rules,
dealers would bear no additional burden in obtaining such information
to fulfill the requirements of the proposed rule change. In addition,
the burden of

adding such price or yield information to communications in which
dealers designate a municipal security as not reoffered should be
negligible, particularly in light of the fact that dealers already
provide price or yield information in comparable communications
occurring during the same timeframe in which they do not designate
municipal securities as not reoffered. The MSRB believes that any such
negligible burden would be greatly outweighed by the benefits accruing
to issuers and the marketplace in general from the increased
transparency available to issuers as they price their new issues of
municipal securities, since such information will assist them is
assuring that the pricing of such issue is informed by current market
prices.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    On March 13, 2012, the MSRB requested comment on a draft of the
proposed rule change (the ``draft proposal'').\5\ Comment letters were
received from: Bond Dealers of America (``BDA''); Full Life Financial
LLC (``Full Life''); Government Finance Officers Association
(``GFOA''); Kious and Co. (``Kious''); M. E. Allison & Co., Inc.
(``Allison''); McGuirk, Hugh (``McGuirk''); National Association of
Independent Public Finance Advisors (``NAIPFA''); Oppenheimer & Co.
Inc. (``Oppenheimer''); and UMB Bank, N.A. (``UMB''). Summaries of
those comments and the MSRB's responses follow.
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    \5\ See MSRB Notice 2012-14 (March 13, 2012).
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    Draft proposal would create a more efficient and transparent
market. Various commenters \6\ supported the draft proposal, saying it
would enhance market transparency. BDA said that it would ``allow other
comparable transactions to have a better sense of market movement on
the day of pricing.'' GFOA said that the intent of the draft proposal
rectifies the ``opaque practice'' of designating maturities of new
issues without accompanying price and yield information. Allison said
it would improve the availability of real-time information about
initial offering prices or yields. NAIPFA said that the draft proposal
would help ensure that issuers better understand the pricing terms of
their securities. Full Life said it can help level the playing field
between large and small issuers, and foster fairness between dealers
and investors.
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    \6\ See BDA, Full Life, Kious and NAIPFA.
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    Both price and yield data should be reported. GFOA and Full Life
said that both price and yield data should be reported. GFOA said that
the reporting of just the maturity's price data requires issuers and
investors to calculate the corresponding yield, and this added step
makes the information less useful to issuers and investors. Full Life
said reporting both price and yield data would improve transparency and
accuracy of information processing by investors and issuers.
    While the MSRB recognizes the value of having both price and yield
information available to investors, the MSRB notes that in some
circumstances, such as an unknown settlement date, yield cannot be
calculated and only price will be available. As a result, the proposed
rule change retains the requirement that either price or yield be
provided. Further, the various other existing MSRB rules relating to
initial offering prices or yields, as described above, generally do not
require that both be provided, and changing the requirement in the
draft proposal to provide either price or yield to a requirement to
provide both price and yield without addressing the existing ability of
dealers to use either price or yield under such other MSRB rule
provisions, and without making the necessary changes to MSRB
information systems, would result in a significant inconsistency across
MSRB rules and information systems. The MSRB notes that it has recently
published its Long-Range Plan for Market Transparency Products, dated
January 27, 2012, in which it lays out a vision for the next stages of
its market transparency products that includes, among other things,
significant enhancements to the scope and timing of information
available through the EMMA system and other related transparency
products. The MSRB will keep this comment under advisement and will
consider potential changes consistent with the comment as it reviews
its market transparency systems and related rules in connection with
the changes described in the Long-Range Plan.
    Information about new issue pricing. Oppenheimer said that in
sealed bid situations, members are not allowed to bid a yield and
concession. It suggested, therefore, that the proposal be revised to
permit a syndicate member to disclose the reoffering price or yield
after a sealed bid has been awarded. Oppenheimer also said that because
most notes are issued NRO, the reoffering price should be the
reoffering price used to complete IRS Form 8038. Oppenheimer also
questioned how to report offering prices or yields for bonds or notes
purchased for inventory.\7\
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    \7\ Other comments concerning new issue pricing unrelated to the
proposed rule change included comments from GFOA and BDA. GFOA said
that new issue pricing information should be submitted as promptly
as possible, rather than at the end of the day. BDA said that it
supported the MSRB's initiative of incorporating NIIDS data into the
EMMA system, saying that it would address the problems that gave
rise to the need to eliminate the NRO designation. The MSRB agrees
with the suggestion that new issue pricing be available sooner than
the end of the day and recently published a request for comment on
draft amendments to MSRB Rules G-32 and G-34 that would cause
information about new issue pricing to be available on EMMA within
two hours of the Time of Formal Award. See MSRB Notice 2012-19
(April 10, 2012).
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    The draft proposal did not limit the time period during which
dealers would be prohibited from using the NRO designation without
accompanying initial offering price or yield information, and therefore
the draft proposal could apply during the time that sealed bids are
being provided to issuers prior to the award of a new issue. In
response to Oppenheimer's comment concerning sealed bid situations, the
MSRB has determined to modify the proposal to limit the applicability
of the proposed rule change to communications occurring from and after
the time of initial award. Sealed bid submissions occur prior to the
time of initial award and are submitted in the context of a competitive
sale where the expectation is that bids remain confidential until the
issuer reviews all bids at the time of initial award. With respect to
Oppenheimer's comments on the use of information from IRS Form 8038 and
the reporting of prices or yields for bonds in inventory, the MSRB has
no opinion regarding the proper calculation of information for
inclusion on an issuer's tax forms but notes that, to the extent a
dealer views a new issue municipal security as not being reoffered, the
initial offering price or yield that should be reported for purposes of
MSRB rules is the price or yield at which such securities were
purchased, whether by a dealer for its own inventory or by a customer
of the dealer based on a pre-arranged purchase price.
    Release of scales prior to official award may lead to inaccurate
information in the marketplace and in an underwriter's loss of
competitiveness. UMB said that dealers should not be required to
release scales prior to an official award because this may lead to
inaccurate scales being circulated in the marketplace. UMB also said
that releasing scales to the market prior to official award would cause

dealers also bidding on same day comparable issues to lose their
competitiveness.
    UMB's concern is addressed in part by the limitation of the
applicability of the proposed rule change to communications occurring
from and after the time of initial award. In addition, the proposed
rule change would not prohibit a dealer, concerned about a change in
pricing between the initial and final awards, from indicating in any
communication that prices or yields disseminated prior to the final
award may be subject to change. Furthermore, the proposed rule change
would not compel an underwriter to disseminate a new issue scale before
the formal award; rather, it simply would prohibit the underwriter from
stating that some or all of the securities were not reoffered in such
communication without also including the initial offering prices or
yields. The MSRB also believes that adjusting the time frame during
which the rule is applicable would address the concern about
competitiveness because underwriters would have been awarded their bid
by the time the requirements of the proposed rule change become
applicable. By prohibiting the use of the term not reoffered or NRO
without accompanying initial price or yield information from and after
the time of initial award, the MSRB believes the proposed rule change
would be applicable during the period when the information about
pricing would be most useful to market participants.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) By order approve or disapprove such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to<EMAIL_ADDRESS>Please include
File Number SR-MSRB-2012-06 on the subject line.

Paper Comments

     Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.

All submissions should refer to File Number SR-MSRB-2012-06. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for Web site viewing and
printing in the Commission's Public Reference Room, 100 F Street NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the MSRB's offices. All comments received
will be posted without change; the Commission does not edit personal
identifying information from submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-MSRB-2012-06, and should be submitted on
or before July 31, 2012.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-16766 Filed 7-9-12; 8:45 am]
BILLING CODE 8011-01-P


nanosilver, or silver compounds; and
--End products, such as silver-embedded textile and plastic products,
or appliances with nanosilver coated surfaces.

    Dated: October 20, 2011.
Nancy K. Stoner,
Acting Assistant Administrator for Water.
[FR Doc. 2011-27742 Filed 10-25-11; 8:45 am]
BILLING CODE 6560-50-P