IB 
Union Calendar No. 495 
115TH CONGRESS 
2D SESSION 
H. R. 4267 
[Report No. 115–646] 
To amend the Investment Company Act of 1940 to change certain require-
ments relating to the capital structure of business development compa-
nies, to direct the Securities and Exchange Commission to revise certain 
rules relating to business development companies, and for other purposes. 
IN THE HOUSE OF REPRESENTATIVES 
NOVEMBER 7, 2017 
Mr. STIVERS (for himself, Mr. SHERMAN, Mr. MCHENRY, and Ms. MOORE) 
introduced the following bill; which was referred to the Committee on Fi-
nancial Services 
APRIL 24, 2018 
Additional sponsors: Mr. ROYCE of California, Mr. HIMES, Mrs. BEATTY, Mrs. 
WAGNER, Mr. PERLMUTTER, Mr. DAVID SCOTT of Georgia, Ms. TENNEY, 
Mr. WILLIAMS, Mr. GOTTHEIMER, Mr. MESSER, Mr. MEEKS, Mr. 
EMMER, Mr. BUDD, Mr. CLAY, Mr. HULTGREN, Mr. FOSTER, Mr. 
GRAVES of Georgia, Mr. FITZPATRICK, and Mr. HECK 
APRIL 24, 2018 
Committed to the Committee of the Whole House on the State of the Union 
and ordered to be printed 
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A BILL 
To amend the Investment Company Act of 1940 to change 
certain requirements relating to the capital structure of 
business development companies, to direct the Securities 
and Exchange Commission to revise certain rules relating 
to business development companies, and for other pur-
poses. 
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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 ‘‘Small Business Credit 
Availability Act’’. 
SEC. 2. EXPANDING ACCESS TO CAPITAL FOR BUSINESS DE-
VELOPMENT COMPANIES. 
(a) IN GENERAL.—Section 61(a) of the Investment 
Company Act of 1940 (15 U.S.C. 80a–60(a)) is amend-
ed— 
(1) by redesignating paragraphs (2) through 
(4) as paragraphs (3) through (5), respectively; and 
(2) by striking paragraph (1) and inserting the 
following: 
‘‘(1) Except as provided in paragraph (2), the 
asset coverage requirements of subparagraphs (A) 
and (B) of section 18(a)(1) (and any related rule 
promulgated under this Act) applicable to business 
development companies shall be 200 percent. 
‘‘(2) The asset coverage requirements of sub-
paragraphs (A) and (B) of section 18(a)(1) and of 
subparagraphs (A) and (B) of section 18(a)(2) (and 
any related rule promulgated under this Act) appli-
cable to a business development company shall be 
150 percent if— 
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‘‘(A) within five business days of the ap-
proval of the adoption of the asset coverage re-
quirements described in clause (ii), the business 
development company discloses such approval 
and the date of its effectiveness in a Form 8– 
K filed with the Commission and in a notice on 
its website and discloses in its periodic filings 
made under section 13(a) of the Securities Ex-
change Act of 1934 (15 U.S.C. 78m(a))— 
‘‘(i) the aggregate value of the senior 
securities issued by such company and the 
asset coverage percentage as of the date of 
such company’s most recent financial 
statements; and 
‘‘(ii) that such company has adopted 
the asset coverage requirements of this 
paragraph and the effective date of such 
requirements; 
‘‘(B) with respect to a business develop-
ment company that issues equity securities that 
are registered on a national securities exchange, 
the periodic filings of the company under sec-
tion 13(a) of the Securities Exchange Act of 
1934 (15 U.S.C. 78m(a)) include disclosures 
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reasonably designed to ensure that shareholders 
are informed of— 
‘‘(i) the amount of indebtedness and 
asset coverage ratio of the company, deter-
mined as of the date of the financial state-
ments of the company dated on or most re-
cently before the date of such filing; and 
‘‘(ii) the principal risk factors associ-
ated with such indebtedness, to the extent 
such risk is incurred by the company; and 
‘‘(C)(i) the application of this paragraph to 
the company is approved by the required major-
ity (as defined in section 57(o)) of the directors 
of or general partners of such company who are 
not interested persons of the business develop-
ment company, which application shall become 
effective on the date that is 1 year after the 
date of the approval, and, with respect to a 
business development company that issues eq-
uity securities that are not registered on a na-
tional securities exchange, the company extends, 
to each person who is a shareholder as of the 
date of the approval, an offer to repurchase the 
equity securities held by such person as of such 
approval date, with 25 percent of such securi-
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(2) INVESTMENT ADVISERS ACT OF 1940.—Sec-
tion 205(b)(3) of the Investment Advisers Act of 
1940 (15 U.S.C. 80b–5(b)(3)) is amended— 
(A) by striking ‘‘section 61(a)(3)(B)(iii)’’ 
and inserting ‘‘section 61(a)(4)(B)(iii)’’; and 
(B) by striking ‘‘section 61(a)(3)(B)’’ and 
inserting ‘‘section 61(a)(4)(B)’’. 
SEC. 3. PARITY FOR BUSINESS DEVELOPMENT COMPANIES 
REGARDING OFFERING AND PROXY RULES. 
(a) REVISION TO RULES.—Not later than 1 year 
after the date of enactment of this Act, the Securities and 
Exchange Commission shall revise any rules to the extent 
necessary to allow a business development company that 
has filed an election pursuant to section 54 of the Invest-
ment Company Act of 1940 (15 U.S.C. 80a–53) to use 
the securities offering and proxy rules that are available 
to other issuers that are required to file reports under sec-
tion 13(a) or section 15(d) of the Securities Exchange Act 
of 1934 (15 U.S.C. 78m(a); 78o(d)). Any action that the 
Commission takes pursuant to this subsection shall in-
clude the following: 
(1) The Commission shall revise rule 405 under 
the Securities Act of 1933 (17 C.F.R. 230.405)— 
(A) to remove the exclusion of a business 
development company from the definition of a 
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well-known seasoned issuer provided by that 
rule; and 
(B) to add registration statements filed on 
Form N–2 to the definition of automatic shelf 
registration statement provided by that rule. 
(2) The Commission shall revise rules 168 and 
169 under the Securities Act of 1933 (17 C.F.R. 
230.168 and 230.169) to remove the exclusion of a 
business development company from an issuer that 
can use the exemptions provided by those rules. 
(3) The Commission shall revise rules 163 and 
163A under the Securities Act of 1933 (17 C.F.R. 
230.163 and 230.163A) to remove a business devel-
opment company from the list of issuers that are in-
eligible to use the exemptions provided by those 
rules. 
(4) The Commission shall revise rule 134 under 
the Securities Act of 1933 (17 C.F.R. 230.134) to 
remove the exclusion of a business development com-
pany from that rule. 
(5) The Commission shall revise rules 138 and 
139 under the Securities Act of 1933 (17 C.F.R. 
230.138 and 230.139) to specifically include a busi-
ness development company as an issuer to which 
those rules apply. 
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(6) The Commission shall revise rule 164 under 
the Securities Act of 1933 (17 C.F.R. 230.164) to 
remove a business development company from the 
list of issuers that are excluded from that rule. 
(7) The Commission shall revise rule 433 under 
the Securities Act of 1933 (17 C.F.R. 230.433) to 
specifically include a business development company 
that is a well-known seasoned issuer as an issuer to 
which that rule applies. 
(8) The Commission shall revise rule 415 under 
the Securities Act of 1933 (17 C.F.R. 230.415)— 
(A) to state that the registration for secu-
rities provided by that rule includes securities 
registered by a business development company 
on Form N–2; and 
(B) to provide an exception for a business 
development company from the requirement 
that a Form N–2 registrant must furnish the 
undertakings required by item 34.4 of Form N– 
2. 
(9) The Commission shall revise rule 497 under 
the Securities Act of 1933 (17 C.F.R. 230.497) to 
include a process for a business development com-
pany to file a form of prospectus that is parallel to 
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the process for filing a form of prospectus under 
rule 424(b). 
(10) The Commission shall revise rules 172 and 
173 under the Securities Act of 1933 (17 C.F.R. 
230.172 and 230.173) to remove the exclusion of an 
offering of a business development company from 
those rules. 
(11) The Commission shall revise rule 418 
under the Securities Act of 1933 (17 C.F.R. 
230.418) to provide that a business development 
company that would otherwise meet the eligibility re-
quirements of General Instruction I.A of Form S–3 
shall be exempt from paragraph (a)(3) of that rule. 
(12) The Commission shall revise rule 14a–101 
under the Securities Exchange Act of 1934 (17 
C.F.R. 240.14a–101) to provide that a business de-
velopment company that would otherwise meet the 
requirements of General Instruction I.A of Form S– 
3 shall be deemed to meet the requirements of Form 
S–3 for purposes of Schedule 14A. 
(13) The Commission shall revise rule 103 
under Regulation FD (17 C.F.R. 243.103) to pro-
vide that paragraph (a) of that rule applies for pur-
poses of Form N–2. 
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(b) REVISION TO FORM N–2.—Not later than 1 year 
after the date of enactment of this Act, the Commission 
shall revise Form N–2— 
(1) to include an item or instruction that is 
similar to item 12 on Form S–3 to provide that a 
business development company that would otherwise 
meet the requirements of Form S–3 shall incor-
porate by reference its reports and documents filed 
under the Securities Exchange Act of 1934 into its 
registration statement filed on Form N–2; and 
(2) to include an item or instruction that is 
similar to the instruction regarding automatic shelf 
offerings by well-known seasoned issuers on Form 
S–3 to provide that a business development company 
that is a well-known seasoned issuer may file auto-
matic shelf offerings on Form N–2. 
(c) TREATMENT IF REVISIONS NOT COMPLETED IN 
TIMELY MANNER.—If the Commission fails to complete 
the revisions required by subsections (a) and (b) by the 
time required by such subsections, a business development 
company shall be entitled to treat such revisions as having 
been completed in accordance with the actions required to 
be taken by the Commission by such subsections until such 
time as such revisions are completed by the Commission. 
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(d) RULE OF CONSTRUCTION.—Any reference in this 
section to a rule or form means such rule or form or any 
successor rule or form. 
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