Happy Holidays: SEC Provides Temporary Rule 15c2-11 Reprieve

In 2021, the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) surprised the industry when it issued an interpretation  stating that fixed income securities (including asset-backed securities) fall within the scope of Rule 15c2-11 under the Exchange Act  (the “Rule”),  which was previously thought to be applicable only to equity securities.  The effect of the interpretation was that broker-dealers were prohibited from quoting securities sold pursuant to Rule 144A under the Securities Act,  as well as other securities, in any quotation medium without determining that the issuer has made certain information about those securities publicly available.  In response to industry comments, the SEC adopted a “phase-in” approach for fixed income securities (including asset-backed securities) sold pursuant to Rule 144A, giving market participants until January 4, 2023 to comply.   Earlier this week, in response to advocacy from various trade groups, law firms and industry participants, the SEC extended the compliance deadline to January 4, 2025,  and issuers, institutional investors and broker-dealers alike breathed a sigh of relief.

In light of the recent SEC guidance, this OnPoint recaps what the Rule is, how we got here, and what may lie ahead.