IB 
Union Calendar No. 685 
115TH CONGRESS 
2D SESSION 
H. R. 6324 
[Report No. 115–887] 
To require the Securities and Exchange Commission to carry out a study 
of the direct and indirect underwriting fees, including gross spreads, 
for mid-sized initial public offerings. 
IN THE HOUSE OF REPRESENTATIVES 
JULY 10, 2018 
Mr. HIMES introduced the following bill; which was referred to the Committee 
on Financial Services 
AUGUST 3, 2018 
Reported with amendments, committed to the Committee of the Whole House 
on the State of the Union, and ordered to be printed 
[Strike out all after the enacting clause and insert the part printed in italic] 
[For text of introduced bill, see copy of bill as introduced on July 10, 2018] 
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A BILL 
To require the Securities and Exchange Commission to carry 
out a study of the direct and indirect underwriting fees, 
including gross spreads, for mid-sized initial public offer-
ings. 
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Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Middle Market IPO Un-
derwriting Cost Act’’. 
SEC. 2. STUDY ON IPO FEES. 
(a) STUDY.—The Securities and Exchange Commis-
sion, in consultation with the Financial Industry Regu-
latory Authority, shall carry out a study of the costs associ-
ated with small- and medium-sized companies to undertake 
initial public offerings (‘‘IPOs’’). In carrying out such 
study, the Commission shall— 
(1) consider the direct and indirect costs of an 
IPO, including— 
(A) fees, such as gross spreads paid to un-
derwriters, IPO advisors, and other profes-
sionals; 
(B) compliance with Federal and State se-
curities laws at the time of the IPO; and 
(C) such other IPO-related costs as the 
Commission determines appropriate; 
(2) compare and analyze the costs of an IPO 
with the costs of obtaining alternative sources of fi-
nancing and of liquidity; 
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(3) consider the impact of such costs on capital 
formation; 
(4) analyze the impact of these costs on the 
availability of public securities of small- and me-
dium-sized companies to retail investors; and 
(5) analyze trends in IPOs over a time period 
the Commission determines is appropriate to analyze 
IPO pricing practices, considering— 
(A) the number of IPOs; 
(B) how costs for IPOs have evolved over 
time, including fees paid to underwriters, invest-
ment advisory firms, and other professions for 
services in connection with an IPO; 
(C) the number of brokers and dealers active 
in underwriting IPOs; 
(D) the different types of services that un-
derwriters and related persons provide before 
and after a small- or medium-sized company 
IPO and the factors impacting underwriting 
costs; 
(E) changes in the costs and availability of 
investment research for small- and medium-sized 
companies; and 
(F) any other consideration the Commission 
considers necessary and appropriate. 
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(b) REPORT.—Not later than the end of the 360-day 
period beginning on the date of the enactment of this Act, 
the Commission shall issue a report to the Congress con-
taining all findings and determinations made in carrying 
out the study required under subsection (a) and any admin-
istrative or legislative recommendations the Commission 
may have. 
Amend the title so as to read: ‘‘A bill to require the 
Securities and Exchange Commission to carry out a 
study of the costs associated with small- and medium- 
sized companies to undertake initial public offerings.’’. 
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Union Calendar No. 685 
115TH CONGRESS 
2D SESSION 
H. R. 6324 
[Report No. 115–887] 
A BILL 
To require the Securities and Exchange Commis-
sion to carry out a study of the direct and indi-
rect underwriting fees, including gross spreads, 
for mid-sized initial public offerings. 
AUGUST 3, 2018 
Reported with amendments, committed to the Committee 
of the Whole House on the State of the Union, and or-
dered to be printed 
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