On September 8, the Securities and Exchange Commission proposed a rule providing that publication or distribution of quotes involving security-based swaps that may be purchased only by eligible contract participants would not be deemed offers of such security-based swaps for the purposes of Section 5 of the Securities Act of 1933 (1933 Act). While security-based swaps are currently traded over-the-counter, the SEC anticipates that additional rulemaking under Title VII of the Dodd-Frank Act will require certain security-based swaps to be traded on regulated markets, such as security-based swap execution facilities or national securities exchanges. Because such markets will be accessible to persons that are not eligible contract participants, publication and distribution of price information on such markets could be considered offers of security-based swaps that would be subject to the registration requirements of the 1933 Act. The proposed rule seeks to address this concern by providing that such communications do not constitute offers of security-based swaps.
Comments on the proposed rule must be submitted to the SEC by November 10.
The text of the SEC release is available here.