The SEC approved amendments to MSRB Rule G-11 ("Primary Offering Practices") and MSRB Rule G-32 ("Disclosures in Connection with Primary Offerings") that will go into effect on January 13, 2020.
As previously covered, the amendments to Rule G-11 will:
- improve the information dissemination requirements to obligate the senior syndicate manager to release "free-to-trade" information to all syndicate and selling group members simultaneously;
- mandate that the syndicate manager provide the issuer with information regarding (i) designations, (ii) group net sales credit and (iii) allocations of the securities in a primary offering; and
- codify the requirement for a selling group member to follow the issuer terms and conditions in a primary offering.
The amendments to Rule G-32 will:
- ensure that available information regarding "CUSIP numbers advance refunded" is given to all market participants; and
- eliminate the mandate that a dealer, in its capacity as a financial advisor, must provide the prepared official statement to the underwriter "promptly" following approval by the issuer.
The SEC also approved an amendment to MSRB Form G-32 concerning capture data that an underwriter is obligated to input into the New Issue Information Dissemination System ("NIIDS") for NIIDS-eligible offerings. The MSRB will publish one or more regulatory notices within 180 days that will specify the compliance dates for the changes to Form G-32.
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