On September 25, 2019, the Securities and Exchange Commission
(the "SEC") adopted Rule 163B under the Securities Act of
1933, as amended (the "Securities Act" ), which permits
all issuers, including business development companies
("BDCs") and registered investment companies
(collectively, "Funds"), to gauge market interest in
contemplated registered securities offerings by engaging in oral or
written communications ("test-the-waters" communications)
with certain potential investors prior to, or following, the filing
of a registration statement.1
The SEC adopted Rule 163B largely as it had been proposed,2
expanding to all issuers an accommodation previously available only
to emerging growth companies. The final rule, which reflects the
SEC's ongoing focus on efforts to expand access to the public
capital markets, will be effective 60 days after its publication in
the Federal Register.
