I 

118TH CONGRESS 

2D SESSION H. R. 7092 

To except quotations of fixed-income securities from certain regulatory 

requirements, and for other purposes. 

IN THE HOUSE OF REPRESENTATIVES 

JANUARY 25, 2024 

Mr. MOONEY (for himself, Mr. HILL, Mr. FITZGERALD, Mr. MEUSER, Mr. 

LOUDERMILK, Mr. WILLIAMS of Texas, and Mr. SESSIONS) introduced 

the following bill; which was referred to the Committee on Financial Services 

A BILL 

To except quotations of fixed-income securities from certain 

regulatory requirements, and for other purposes. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Protecting Private Job 

5 Creators Act’’. 

6 SEC. 2. FINDINGS. 

7 Congress finds the following: 

8 (1) On September 16, 2020, the Securities and 

9 Exchange Commission adopted a final rule amendVerDate Sep 11 2014 04:59 Jan 31, 2024 Jkt 049200 PO 00000 Frm 00001 Fmt 6652 Sfmt 6201 E:\BILLS\H7092.IH H7092

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1 ing Rule 15c2–11 under the Securities Exchange 

2 Act of 1934 (15 U.S.C. 78a et seq.) which addresses 

3 disclosures in the OTC markets and imposes re4 quirements upon broker-dealers who publish 

5 quotations in such markets. 

6 (2) Rule 15c2–11 was promulgated in 1971, 

7 and has generally been understood to apply to OTC 

8 equity markets since that time. 

9 (3) The amendments to Rule 15c2–11 were 

10 based on the economic analysis of OTC equity mar11 kets. 

12 (4) The fixed-income markets are different in 

13 structure and function than OTC equity markets. 

14 (5) The fixed-income markets are critical to the 

15 ability of thousands of businesses’ ability to raise 

16 capital. 

17 (6) Rule 144A requires that issuers make their 

18 financial and operational information available to 

19 qualified institutional buyers upon request. 

20 (7) Following No-Action Letters issued on Sep21 tember 24, 2021 and December 16, 2021, the Secu22 rities and Exchange Commission indicated that it 

23 would apply Rule 15c2–11 to fixed-income markets 

24 in a manner that made significant changes to long25 standing regulatory requirements, without a ruleVerDate Sep 11 2014 04:59 Jan 31, 2024 Jkt 049200 PO 00000 Frm 00002 Fmt 6652 Sfmt 6201 E:\BILLS\H7092.IH H7092

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1 making process, without analysis of the costs and 

2 benefits of the action, and without regard for the 

3 input of the public. According to a subsequent No4 Action Letter, which was issued on November 30, 

5 2022, the Securities and Exchange Commission will 

6 apply Rule 15c2–11 to fixed-income securities sold 

7 pursuant to Rule 144A after no-action relief expires 

8 on January 4, 2025. 

9 (8) On October 30, 2023, the Securities and 

10 Exchange Commission exempted fixed-income securi11 ties sold pursuant to Rule 144A from Rule 15c2–11 

12 compliance, finding doing so is ‘‘appropriate in the 

13 public interest, and consistent with the protection of 

14 investors’’. 

15 SEC. 3. EXCEPTION RELATING TO QUOTATIONS OF FIXED16 INCOME SECURITIES. 

17 (a) IN GENERAL.—Section 240.15c2–11 of title 17, 

18 Code of Federal Regulations, shall not apply with respect 

19 to quotations of fixed-income securities. 

20 (b) FIXED-INCOME SECURITY DEFINED.—In this 

21 section, the term ‘‘fixed-income security’’ means— 

22 (1) any note, bond, debenture, certificate of de23 posit for a security, certificate of deposit, asset24 backed security, or any other evidence of indebted25 ness; and 


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1 (2) any security described under paragraph (1) 

2 that is convertible, with or without consideration, 

3 into any equity security or carrying any warrant or 

4 right to subscribe to or purchase any equity security. 

Æ 


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