Proposed Amendments to Securities Act Rule 163

SIFMA provides comments to the Securities and Exchange Commission (SEC) regarding a proposed rule by the SEC that allows an underwriter or dealer to act as an authorized agent or representative for a well-known seasoned issuer in communicating offers of the issuer’s securities to investors prior to the filing of a registration statement without violating Section 5(c) of the Securities Act, File No. S7-30-09. SIFMA welcomes the proposed rule and argues that it would benefit both issuers and investors. The proposed changes will also encourage registered offerings of convertible securities because they will permit the same prelaunch activities as are permitted in Rule 144A and other unregistered offerings.