Title: Encouraging Public Offerings Act of 2018
Policy area: Finance and Financial Sector

Summary:
Encouraging Public Offerings Act of 2018
This bill amends the Securities Act of 1933 to allow an issuer of securities to communicate with potential investors to ascertain interest in a contemplated securities offering, either before or after the filing of a registration statement (i.e., "test the waters"). Under current law, only emerging growth companies may engage in such communications.
The bill also allows an issuer to submit a confidential draft registration statement to the Securities and Exchange Commission for review prior to public filing or within one year after the initial public offering or registration.

[Congressional Bills 115th Congress]
[From the U.S. Government Publishing Office]
[S. 2347 Introduced in Senate (IS)]

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115th CONGRESS
  2d Session
                                S. 2347

   To amend the Securities Act of 1933 to expand the ability to use 
testing the waters and confidential draft registration submissions, and 
                          for other purposes.


_______________________________________________________________________


                   IN THE SENATE OF THE UNITED STATES

                            January 25, 2018

 Mr. Tillis (for himself and Mr. Van Hollen) introduced the following 
 bill; which was read twice and referred to the Committee on Banking, 
                       Housing, and Urban Affairs

_______________________________________________________________________

                                 A BILL


 
   To amend the Securities Act of 1933 to expand the ability to use 
testing the waters and confidential draft registration submissions, and 
                          for other purposes.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Encouraging Public Offerings Act of 
2018''.

SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.

    The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
            (1) in section 5(d)--
                    (A) by striking ``Notwithstanding'' and inserting 
                the following:
            ``(1) In general.--Notwithstanding'';
                    (B) by striking ``an emerging growth company or any 
                person authorized to act on behalf of an emerging 
                growth company'' and inserting ``an issuer or any 
                person authorized to act on behalf of an issuer''; and
                    (C) by adding at the end the following:
            ``(2) Additional requirements.--
                    ``(A) In general.--The Commission may issue 
                regulations, subject to public notice and comment, to 
                impose such other terms, conditions, or requirements on 
                the engaging in oral or written communications 
                described under paragraph (1) by an issuer other than 
                an emerging growth company as the Commission determines 
                appropriate.
                    ``(B) Report to congress.--Prior to any rulemaking 
                described under subparagraph (A), the Commission shall 
                issue a report to the Congress containing a list of the 
                findings supporting the basis of such rulemaking.''; 
                and
            (2) in section 6(e)--
                    (A) in the heading, by striking ``Emerging Growth 
                Companies'' and inserting ``Draft Registration 
                Statements'';
                    (B) by redesignating paragraph (2) as paragraph 
                (4); and
                    (C) by striking paragraph (1) and inserting the 
                following:
            ``(1) Prior to initial public offering.--Any issuer, prior 
        to its initial public offering date, may confidentially submit 
        to the Commission a draft registration statement, for 
        confidential nonpublic review by the staff of the Commission 
        prior to public filing, provided that the initial confidential 
        submission and all amendments thereto shall be publicly filed 
        with the Commission not later than 15 days before the date on 
        which the issuer conducts a road show (as defined under section 
        230.433(h)(4) of title 17, Code of Federal Regulations) or, in 
        the absence of a road show, at least 15 days prior to the 
        requested effective date of the registration statement.
            ``(2) Within one year after initial public offering or 
        exchange registration.--Any issuer, within the one-year period 
        following its initial public offering or its registration of a 
        security under section 12(b) of the Securities Exchange Act of 
        1934, may confidentially submit to the Commission a draft 
        registration statement, for confidential nonpublic review by 
        the staff of the Commission prior to public filing, provided 
        that the initial confidential submission and all amendments 
        thereto shall be publicly filed with the Commission not later 
        than 15 days before the date on which the issuer conducts a 
        road show (as defined under section 230.433(h)(4) of title 17, 
        Code of Federal Regulations) or, in the absence of a road show, 
        at least 15 days prior to the requested effective date of the 
        registration statement.
            ``(3) Additional requirements.--
                    ``(A) In general.--The Commission may issue 
                regulations, subject to public notice and comment, to 
                impose such other terms, conditions, or requirements on 
                the submission of draft registration statements 
                described under this subsection by an issuer other than 
                an emerging growth company as the Commission determines 
                appropriate.
                    ``(B) Report to congress.--Prior to any rulemaking 
                described under subparagraph (A), the Commission shall 
                issue a report to the Congress containing a list of the 
                findings supporting the basis of such rulemaking.''.
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