SEC Adopts Rule On Treatment Of Securities-Based Swaps Communications

The SEC adopted Securities Act Rule 135d, providing that certain communications involving security-based swaps ("SBS") will not be considered "offers" that would constitute a public offering of a security required to be registered under the Securities Act.

Specifically, the final rule concerns (i) "the publication or distribution of price quotes that relate to security-based swaps that may be purchased only by persons who are eligible contract participants ('covered SBS') and are traded or processed on or through certain regulated platforms;" and (ii) the publication or distribution of research reports (as defined in Securities Act Rule 139(d)) that can only be purchased by eligible contract participants if (a) the research is published in the ordinary course of the broker-dealer or SBS dealer's business and (b) the publication is not the commencement of research by the broker-dealer or SBS dealer on the relevant issuer of the underlying security.