[Federal Register Volume 84, Number 128 (Wednesday, July 3, 2019)]
[Notices]
[Pages 31961-31968]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-14161]


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SECURITIES AND EXCHANGE COMMISSION

[Release No 34-86219; File No. SR-MSRB-2019-07]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing of Amendment No. 1 and Order Granting 
Accelerated Approval of a Proposed Rule Change, as Modified by 
Amendment No. 1, Consisting of Proposed Amendments to MSRB Rule G-11 
and MSRB Rule G-32 and Form G-32 Regarding a Collection of Data 
Elements Provided in Electronic Format to the EMMA Dataport System in 
Connection With Primary Offerings

June 27, 2019.

I. Introduction

    On April 2, 2019, the Municipal Securities Rulemaking Board (the 
``MSRB'' or ``Board'') filed with the Securities and Exchange 
Commission (the ``SEC'' or ``Commission''), pursuant to Section 
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 
19b-4 thereunder,\2\ a proposed rule change consisting of proposed 
amendments to MSRB Rule G-11 (``Primary Offering Practices''), MSRB 
Rule G-32 (``Disclosures in Connection With Primary Offerings), and 
Form G-32 regarding a collection of data elements provided in electric 
format to the Electronic Municipal Market Access Dataport (the ``EMMA 
Dataport'') \3\ system in connection with primary offerings (the 
``proposed rule change''). The proposed rule change was published for 
comment in the Federal Register on April 12, 2019.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The EMMA Dataport is the submission portal through which 
information is provided for display to the public on EMMA.
    \4\ Securities Exchange Act Release No. 85551 (Apr. 8, 2019) 
(the ``Notice of Filing''), 84 FR 14988 (Apr. 12, 2019).
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    The Commission received three comment letters on the proposed rule 
change.\5\ On June 6, 2019, the MSRB responded to those comments \6\ 
and filed Amendment No. 1 to the proposed rule change (``Amendment No. 
1'').\7\ The Commission is publishing this notice to solicit comments 
on Amendment No. 1 to the proposed rule change from interested parties 
and is approving the proposed rule change, as modified by Amendment No. 
1, on an accelerated basis.
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    \5\ See Letter to Secretary, Commission, from Leslie M. Norwood, 
Managing Director and Associate General Counsel, and Bernard V. 
Canepa, Vice-President and Assistant General Counsel, the Securities 
Industry and Financial Market Association (``SIFMA'') dated May 2, 
2019 (the ``SIFMA Letter''); Letter to Secretary, Commission, from 
Mike Nicholas, Chief Executive Officer, Bond Dealers of America 
(``BDA''), dated May 3, 2019 (the ``BDA Letter''); and Letter to 
Secretary, Commission, from Susan Gaffney, Executive Director, 
National Association of Municipal Advisors (``NAMA''), dated May 3, 
2019 (the ``NAMA Letter'').
    \6\ See Letter to Secretary, Commission, from Margaret R. Blake, 
Associate Counsel, Municipal Securities Rulemaking Board (``MSRB''), 
dated Jun. 6, 2019 (the ``MSRB Response Letter'').
    \7\ Id. As discussed further below, in Amendment No. 1, the MSRB 
proposed to amend the proposed rule change with two technical 
amendments (to MSRB Rule G-11(g) and MSRB Rule G-11(k)).
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II. Description of Proposed Rule Change

    As described further below, the MSRB proposes to amend MSRB Rule G-
11 and MSRB Rule G-32, as well as Form G-32 to update and enhance the 
general practices undertaken by underwriters and others, as applicable, 
in a primary offering of municipal securities.\8\
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    \8\ See Notice of Filing, 84 FR at 14988, and Amendment No. 1.
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A. Proposed Rule Change to MSRB Rule G-11--Primary Offering Practices

1. Revisions to MSRB Rule G-11(f)
    The proposed rule change would amend MSRB Rule G-11(f) to codify an 
existing obligation of selling group members to comply with the written 
communications they receive from the senior syndicate manager relating 
to, among other things, issuer requirements, priority provisions and 
order period requirements.\9\
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    \9\ See Notice of Filing, 84 FR at 14990.
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    MSRB Rule G-11(f) currently states that prior to the first offer of 
any securities by the syndicate, the senior syndicate manager is 
required to provide, in writing, to syndicate members and selling group 
members, if any, ``(i) a written statement of all terms and conditions 
required by the issuer, (ii) a written statement of all of the issuer's 
retail order period requirements, if any, [and] (iii) the priority 
provisions . . . [.]'' \10\ The senior syndicate manager must also 
promptly furnish, in writing, to the syndicate members and the selling 
group members any changes in the priority provisions or pricing 
information.\11\
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    \10\ MSRB Rule G-11(f). See also id.
    \11\ Notice of Filing, 84 FR at 14990.
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    Additionally, the MSRB has stated that the activities of all 
dealers should be viewed in light of the basic fair dealing principles 
of MSRB Rule G-17, on conduct of municipal securities and municipal 
advisor activities.\12\ In 2013, the MSRB amended MSRB Rule G-11 to, 
among other things, address concerns related to retail order period 
practices and required expressly that the senior syndicate manager's 
written statement of all terms and conditions required by the issuer 
also be delivered to selling group members.\13\ The amendment also 
added MSRB Rule G-11(k) to require that any dealer that submits an 
order designated as retail during a retail order period must provide 
certain information that would assist in determining if the order is a 
bona fide retail order.\14\ The MSRB stated that the 2013 amendments to 
MSRB Rule G-11, coupled with the MSRB Rule G-17 guidance,\15\ indicate 
that selling group members are subject

[[Page 31962]]

to the issuer requirements in allocating securities to their 
investors.\16\
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    \12\ See MSRB Notice 2009-42 (July 14, 2009).
    \13\ See Securities Exchange Act Release No. 70532 (Sept. 26, 
2013), 78 FR 60956 (Oct. 2, 2013) (File No. SR-MSRB-2013-05).
    \14\ Id.
    \15\ See MSRB Notice 2009-42 (July 14, 2009).
    \16\ See Notice of Filing, 84 FR at 14990. See also MSRB Rule G-
11(b) (requiring that every dealer that submits an order to a 
syndicate or to a member of a syndicate for the purchase of 
securities must disclose at the time of submission if the order is 
for its dealer account or a related account of the dealer).
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    By codifying this existing obligation, the MSRB noted that the 
proposed rule change would highlight that selling group members must 
comply with the priority provisions and other issuer terms and 
conditions when they receive written notification of such from the 
syndicate manager.\17\
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    \17\ See Notice of Filing, 84 FR at 14990.
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2. New MSRB Rule G-11(g)(ii)
    The proposed rule change would also amend MSRB Rule G-11(g) to add 
new subsection (ii), which would require the senior syndicate manager 
to notify all members of the syndicate and selling group, at the same 
time via free-to-trade wire or electronically by other industry-
accepted method of communication, that the offering is free to trade at 
a price other than the initial offering price.\18\
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    \18\ Id. The other provisions of Rule G-11(g) would be 
renumbered accordingly to account for this addition.
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    In a primary offering of municipal securities where a syndicate is 
formed (i.e., not a sole-managed offering), a free-to-trade wire is 
sent by the senior syndicate manager to syndicate members once all of 
the municipal securities in the issue or a particular maturity (or 
maturities) are free to trade.\19\ The free-to-trade wire communicates 
to members of the syndicate that they may trade the bonds in the 
secondary market at market prices which could be the same or different 
from the initial offering price.\20\
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    \19\ Id.
    \20\ For purposes of reporting transactions after the free-to-
trade information has been disseminated, the MSRB has indicated that 
once a new issue has been released for trading (i.e., is free to 
trade), normal transaction reporting rules will apply to the 
syndicate managers, syndicate members and selling group members. See 
Securities Exchange Act Release No. 49902 (Jun. 22, 2004), 69 FR 
38925 (Jun. 29, 2004) (File No. SR-MSRB-2004-02).
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    The MSRB stated that equal access to information is important to 
the fair and effective functioning of the market for primary offerings 
of municipal securities.\21\ Accordingly, the proposed rule change 
would require the senior syndicate manager to notify all members of the 
syndicate and the selling group, at the same time via a free-to-trade 
wire or electronically by other industry-accepted method of 
communication, that the offering is free to trade at a price other than 
the initial offering. The MSRB noted that requiring dissemination of 
this information for receipt by all syndicate and selling group members 
at the same time would prevent preferential access to the free-to-trade 
information.\22\ Specifically, the MSRB wrote that this dissemination 
would prevent access by some, while other syndicate and selling group 
members (who are unaware of the information) are delayed in knowing 
that they may transact at prices other than the initial offering 
price.\23\
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    \21\ See Notice of Filing, 84 FR at 14990.
    \22\ Id.
    \23\ Id.
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    The MSRB stated that, as methods of communication evolve, the 
dissemination of free-to-trade information eventually may be made by 
methods other than the traditional ``free-to-trade wire.'' \24\ While 
the MSRB did not propose to dictate the timing of when, or the form of 
how, the free-to-trade communication should be sent, the MSRB stated 
that requiring dissemination of this information electronically (by an 
industry-accepted method that ensures all syndicate and selling group 
members receive the information simultaneously) would level the playing 
field.\25\
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    \24\ Id.
    \25\ Id.
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3. Revisions to MSRB Rule G-11(g)(ii) and MSRB Rule G-11(g)(iii) (new 
MSRB Rule G-11(g)(iii) and MSRB Rule G-11(g)(iv))
    Currently, the senior syndicate manager is not required to provide 
information to issuers regarding designations and allocations of 
municipal securities in a primary offering.\26\ The proposed rule 
change, as amended by Amendment No. 1, would amend MSRB Rule G-
11(g)(ii) and MSRB Rule G-11(g)(iii) \27\ to require the senior 
syndicate manager to comply with the information-dissemination 
provisions of this rule with respect to issuers, in addition to just 
syndicate members.\28\
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    \26\ Id. ``Designation'' typically refers to the percentage of 
the takedown or spread that a buyer directs the senior syndicate 
manager to credit to a particular syndicate member (or members) in a 
net designated order. ``Allocation'' generally refers to the process 
of setting securities apart for the purpose of distribution to 
syndicate and selling group members. See MSRB Glossary of Municipal 
Securities Terms.
    \27\ Currently, these provisions are MSRB Rule G-11(g)(ii) and 
MSRB Rule G-11(g)(iii). However, with the proposed addition of MSRB 
Rule G-11(g)(ii) noted above, these provisions would become MSRB 
Rule G-11(g)(iii) and MSRB Rule G-11(g)(iv).
    \28\ See Notice of Filing, 84 FR at 14990; Amendment No. 1. The 
MSRB stated in Amendment No. 1 that it inadvertently deleted 
language in the Notice of Filing that was necessary to make the 
disclosure requirements of this rule operate properly and within the 
prescribed timeframes. Specifically, the MSRB noted that Amendment 
No. 1 amends the language of the Notice of Filing to correct the 
deletions and reinstate the timing distinction between: (i) The 
initial disclosure of all available information within 10 business 
days following the date of sale; and (ii) the disclosure of all 
available information with the sending of designation checks 10 
calendar days following the date the issuer delivers the securities 
to the syndicate.
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    MSRB Rule G-11(g)(ii) requires, in part, the senior syndicate 
manager, within two business days following the date of sale, to 
disclose to the syndicate, in writing, a summary by priority category, 
of all allocations of securities accorded priority over member 
orders.\29\ MSRB Rule G-11(g)(iii) requires the senior syndicate 
manager to disclose, in writing and as set forth in the rule, to each 
member of the syndicate information on the designations paid to 
syndicate and non-syndicate members.\30\
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    \29\ MSRB Rule G-11(g)(ii).
    \30\ MSRB Rule G-11(g)(iii).
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    The MSRB stated that providing this information to the issuer along 
with information on group net sales credits would better inform all 
issuers of the orders and allocations of their primary offerings.\31\ 
The MSRB noted that this information would be valued particularly by 
those issuers who are not aware this information is available for their 
review.\32\ The MSRB stated that an issuer who does not wish to receive 
or review this information could simply delete the communication at its 
discretion.\33\
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    \31\ See Notice of Filing, 84 FR at 14991.
    \32\ Id.
    \33\ Id.
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4. Revisions to MSRB Rule G-11(j)
    The proposed rule change would amend Rule G-11(j) to align the 
timeframe for the payment of group net sales credits with the timeframe 
for the payment of net designation sales credits as set forth 
therein.\34\
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    \34\ Id.
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    Currently, MSRB Rule G-11(i) states that the final settlement of a 
syndicate or similar account shall be made within 30 calendar days 
following the date the issuer delivers the securities to the 
syndicate.\35\ Group net sales credits (i.e., those sales credits for 
orders in which all syndicate members benefit according to their 
participation in the account) are paid out of the syndicate account 
when it settles pursuant to MSRB Rule G-11(i).\36\ As a result, 
syndicate members may wait 30 calendar days following receipt of the 
securities by the syndicate before they receive their group net sales 
credits.\37\ By contrast, MSRB Rule G-

[[Page 31963]]

11(j) states that sales credits due to a syndicate member as designated 
by an investor in connection with the purchase of securities (``net 
designation payments'') shall be distributed within 10 calendar days 
following the date the issuer delivers the securities to the 
syndicate.\38\
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    \35\ Id.
    \36\ Id.
    \37\ Id.
    \38\ Id.
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    The SEC approved amendments to MSRB Rule G-11(i) in 2009 to, among 
other things, shorten the timeframe for settlement of the syndicate 
account from 60 calendar days to 30 calendar days following the date 
the issuer delivers the securities to the syndicate.\39\ The amendments 
also shortened the timeframe for the payment of net designation orders 
in Rule G-11(j) from 30 calendar days to 10 calendar days.\40\ The MSRB 
noted that the shortened timeframes were intended to reduce the 
exposure of co-managers to the credit risk of the senior manager 
pending settlement of the accounts.\41\
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    \39\ Id.
    \40\ See Notice of Filing, 84 FR at 14991-92.
    \41\ See Notice of Filing, 84 FR at 14992. See also Securities 
Exchange Act Release No. 60725 (Sept. 28, 2009), 74 FR 50855 (Oct. 
1, 2009) (File No. SR-MSRB-2009-12).
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    The MSRB stated that the proposed amendments would not impact the 
timing of the settlement of the syndicate account, but rather would 
merely align the timeframe for the payment of group net and net 
designation sales credits.\42\ The MSRB noted that aligning the time 
frames for the payment and receipt of sales credits would be a minor 
adjustment that would ensure uniform practice in making and receiving 
such payments in a timely manner. \43\ In addition, the MSRB stated 
that this proposed rule change would reduce credit risk by decreasing 
the exposure of syndicate trading account members to the potential 
deterioration in the credit of the syndicate or account manager during 
the pendency of account settlements.\44\ The MSRB also noted that the 
time period of 10 calendar days would provide balance between reducing 
risk of exposure of co-managers and the credit risk of the senior 
manager while still providing the senior syndicate manager with the 
time needed to process and pay the sales credits.\45\
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    \42\ See Notice of Filing, 84 FR at 14992.
    \43\ Id.
    \44\ Id.
    \45\ Id.
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    As a result of the alignment of these payments, the MSRB stated 
that the information that is currently provided within 30 calendar days 
of delivery of securities to the syndicate under MSRB Rule G-
11(h)(ii)(B) would now be provided within 10 business days following 
the date of sale under revised MSRB Rule G-11(g)(iv).\46\ In addition, 
the MSRB noted that the proposed rule change would delete MSRB Rule G-
11(h)(ii)(B), and would re-designate current MSRB Rule G-11(h)(ii)(C) 
as MSRB Rule G-11(h)(ii)(B).\47\
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    \46\ Id.
    \47\ Id.
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5. Revisions to MSRB Rule G-11(k)
    As amended by Amendment No. 1, the proposed rule change would 
revise MSRB Rule G-11(k) to codify existing market practices with 
regard to retail order period representations and required 
disclosures.\48\ Currently, MSRB Rule G-11(k) requires dealers that 
submit orders during a retail order period to provide certain 
representations and disclosures ``[f]rom the end of the retail order 
period but no later than the Time of Formal Award.'' \49\
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    \48\ See Amendment No. 1 at 4.
    \49\ MSRB Rule G-11(k).
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    The MSRB agreed with a proposed technical rule change to MSRB Rule 
G-11(k) suggested in the SIFMA Letter.\50\ The MSRB stated that dealers 
using electronic order entry systems typically submit these 
representations and disclosures earlier than the end of the retail 
order period.\51\ The MSRB also noted that the term ``end of the retail 
order period'' is not, technically, within the ``four corners'' of the 
timeframe specified in MSRB Rule G-11(k).\52\ The proposed rule change, 
as amended by Amendment No. 1, would delete the term ``end of the 
retail order period'' from the current preamble to MSRB Rule G-11(k). 
The MSRB stated that this revision would align the rule with existing 
industry practice.\53\
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    \50\ See MSRB Response Letter at 2, Amendment No. 1 at 4.
    \51\ See Amendment No. 1 at 4.
    \52\ Id.
    \53\ Id. As discussed further below, the MSRB stated that it 
proposed this revision in response to the SIFMA Letter.
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B. Proposed Rule Change to MSRB Rule G-32

1. Revisions to MSRB Rule G-32(b)(ii)
    The proposed rule change would amend MSRB Rule G-32(b)(ii) to 
require that in an advance refunding,\54\ where advance refunding 
documents are prepared, the underwriter must provide access to the 
documents and certain related information to the entire market at the 
same time.\55\
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    \54\ In general, advance refunding issues are those municipal 
bonds issued more than 90 days before the redemption of the refunded 
bonds. See MSRB Interpretive Guidance--Current Refundings (Aug. 8, 
1991).
    \55\ See Notice of Filing, 84 FR at 14992.
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    The MSRB stated that this proposed change would mean underwriters 
would be precluded from disseminating advance refunding documents and 
information to any market participant, without first submitting such 
documents and information to the EMMA Dataport (provided that this 
restriction does not prohibit communication with anyone that may 
require such information for purposes of facilitating the completion of 
the transaction).\56\ Currently, MSRB Rule G-32(b)(ii) requires the 
advance refunding documents and applicable Form G-32 information be 
submitted to the EMMA Dataport, no later than five business days after 
the closing date for the primary offering.\57\
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    \56\ Id.
    \57\ Id.
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    The MSRB stated, however, that in some instances, some market 
participants may be informed of the advance refunding details before 
the information is submitted and made public on EMMA.\58\ The MSRB 
noted that equal access to advance refunding information is important 
for the efficient functioning of the primary and secondary market for 
municipal securities.\59\ The MSRB also stated that requiring 
underwriters to provide information to the market regarding CUSIP 
numbers advance refunded in a manner that allows access to the 
information by the entire market at the same time would support this 
effort.\60\
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    \58\ Id.
    \59\ Id.
    \60\ Id.
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2. Revisions to MSRB Rule G-32(c)
    The proposed rule change would repeal the current requirement under 
MSRB Rule G-32(c) that a dealer financial advisor that prepares an 
official statement (on behalf of an issuer with respect to a primary 
offering of municipal securities) make the official statement available 
to the managing underwriter or sole underwriter in a designated 
electronic format, promptly after the issuer approves its 
distribution.\61\
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    \61\ Id.
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    The MSRB stated that several participants in a primary offering may 
be responsible for preparing the official statement,\62\ and while 
dealers acting as

[[Page 31964]]

financial advisors and non-dealer municipal advisors may be engaged to 
review and contribute to portions of the document, they are less 
frequently engaged to ``prepare'' the official statement as they might 
have been in the past.\63\ The MSRB stated that, while the goal of MSRB 
Rule G-32(c) is consistent with the overall goal of MSRB Rule G-32 and 
Exchange Act Rule 15c2-12(b)(3) (that is, to facilitate the prompt 
distribution of the official statement to investors and other market 
participants), the MSRB noted that the section of the rule itself is 
limited in such a way that its usefulness in the current market is 
questionable.\64\ The MSRB stated it understands that MSRB Rule G-32(c) 
requirements apply to a limited universe of market participants (i.e., 
dealers acting as financial advisors that prepare the official 
statement).\65\ The MSRB noted that this leaves a gap such that MSRB 
Rule G-32(c) does not extend to parties other than dealers acting as 
financial advisors who prepare the official statement.\66\
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    \62\ For example, the MSRB stated that bond counsel or 
underwriter's counsel frequently prepares the official statement on 
behalf of the issuer and may seek input on various components from 
the underwriter or the municipal advisor. However, the MSRB noted 
that Rule G-32(c) does not apply to bond counsel or underwriter's 
counsel, and the MSRB does not have jurisdiction over these parties 
in any event. Therefore, if these parties were engaged to prepare 
the official statement for the issuer, they would not be subject to 
the requirements of Rule G-32(c). Id.
    \63\ See Notice of Filing, 84 FR at 14992-93.
    \64\ See Notice of Filing, 84 FR at 14993.
    \65\ Id.
    \66\ Id.
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    In reviewing MSRB Rule G-32(c) and considering whether to expand 
the section of the rule to include non-dealer municipal advisors, the 
MSRB stated that it considered whether the existing rule and/or the 
expansion thereof would resolve a harm in the market.\67\ After 
discussions with various market participants, and consideration of the 
actual scope of the impact of the rule, the MSRB noted that any harm in 
the market related to the delivery of official statements would not be 
resolved by MSRB Rule G-32(c) regardless of whether dealers acting as 
financial advisors and non-dealer municipal advisors are required to 
comply.\68\ The MSRB stated that it understands that the obligation 
under Exchange Act Rule 15c2-12(b)(3) for an underwriter to contract 
with the issuer or its agent to receive the official statement within a 
defined period of time already ensures that the underwriter would 
receive the official statement within a certain period of time 
regardless of the party preparing it.\69\ The MSRB also stated that the 
scope of MSRB Rule G-32(c) may be too limited to have any significant 
impact on the official statement delivery requirements.\70\
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    \67\ Id.
    \68\ Id.
    \69\ Id.
    \70\ Id.
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C. Proposed Changes to Form G-32

1. Inclusion of 57 Additional Data Points Already Collected By NIIDS
    The proposed rule change would amend Form G-32 to include 57 
additional data fields that would be auto-populated with datapoints 
already required to be input into to the Depository Trust Company's 
(DTC) New Issue Information Dissemination Service (NIIDS), as 
applicable, for NIIDS-eligible offerings.\71\ These data fields are 
currently available to regulators and certain other industry 
participants that have access to NIIDS.\72\ The MSRB stated, however, 
that adding the data fields to Form G-32 would ensure the MSRB's 
continued access to important primary offering information, and enhance 
its ability to oversee the accuracy and distribution of the information 
provided.\73\
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    \71\ Id.
    \72\ Id.
    \73\ Id.
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    At this time, however, the MSRB stated that requiring the manual 
completion of all the above data fields for non-NIIDS-eligible issues 
such as private placements and other restricted offerings that are not 
intended for secondary market trading would be burdensome on 
underwriters.\74\ Thus, for a non-NIIDS-eligible primary offering, the 
MSRB noted that an underwriter would continue to be required to 
manually complete the same data fields on Form G-32 that it currently 
completes with the addition of one of the 57 data fields discussed 
above.\75\ The additional data field would indicate the original 
minimum denomination of the offering, as applicable.\76\ As with the 
other data points currently required on Form G-32, once an underwriter 
provides the information, it would be available to regulators.\77\ The 
MSRB stated that regulators could use this information to determine 
whether a new issue of municipal securities is trading at the 
appropriate minimum denomination in the secondary market.\78\ 
Additionally, as with the other NIIDS data points discussed above, the 
MSRB noted that it may disseminate this information in the future.\79\
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    \74\ The MSRB stated that non-NIIDS-eligible securities are less 
likely to trade in the secondary market because they typically are 
issued with trading restrictions and, therefore, less liquid. Notice 
of Filing, 84 FR at 14993 n.41. In the MSRB's view, such non-NIIDS 
eligible securities are different from NIIDS-eligible securities, 
which by their nature are DTC eligible, and are freely tradable in 
the market. See id.; see also Notice of Filing, 84 FR at 14993 n.8. 
The MSRB stated it will continue to monitor the need for specific 
information with respect to non-NIIDS-eligible offerings to 
determine whether any other additional data elements may be required 
at a later time. Notice of Filing, 84 FR at 14993 n.41.
    \75\ See Notice of Filing, 84 FR at 14993.
    \76\ Id.
    \77\ Id.
    \78\ Id.
    \79\ Id.
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    The MSRB stated that, at this time, requiring this additional 
information on Form G-32, as applicable, for NIIDS-eligible offerings, 
and requiring the single additional data point for non-NIIDS-eligible 
offerings would not only assist the MSRB in ensuring its continued 
access to new issue information but would enhance MSRB regulatory 
transparency initiatives.\80\
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    \80\ Id.
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2. Inclusion of Nine Additional Data Fields Not Currently Collected by 
NIIDS
    The proposed rule change would amend Form G-32 to include nine 
additional data fields, set forth below, for manual completion (i.e., 
not auto-populated from NIIDS), as applicable, by underwriters in 
NIIDS-eligible primary offerings of municipal securities.\81\ The MSRB 
stated that underwriters in non-NIIDS-eligible primary offerings would 
be required to manually complete two of these data fields: (i) The 
``yes'' or ``no'' indicator regarding whether the original minimum 
denomination for a new issue has the ability to change; and (ii) the 
``yes'' or ``no'' indicator regarding whether the new issue has any 
restrictions.\82\ The MSRB noted that, however, underwriters in non-
NIIDS-eligible offerings would not be required to complete the other 
seven data fields.\83\
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    \81\ Id.
    \82\ Id.
    \83\ Id.
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    The MSRB stated that the information collected by these data fields 
would enhance MSRB regulatory transparency initiatives as all of the 
additional data elements would be immediately available to regulators 
to perform regulatory oversight of primary offerings and subsequent 
secondary market trading practices to ensure a fair and efficient 
market.\84\ Additionally, the MSRB noted that it may disseminate some 
or all of this information in the future.\85\ The proposed rule change 
would amend Form G-32 to add the following data fields:
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    \84\ Id.
    \85\ Id.
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    a. Ability for original minimum denomination to change--The MSRB 
stated it believes providing a ``yes'' or

[[Page 31965]]

``no'' indicator at the time of issuance as to whether the original 
minimum denomination for an issue can change would immediately enhance 
regulatory transparency and provide useful information to investors, 
should the MSRB disseminate this information in the future.\86\ The 
MSRB stated that having this indicator would highlight the need to 
check relevant disclosure documents for developments that could trigger 
a change in the original minimum denominations.\87\
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    \86\ Id.
    \87\ Id.
---------------------------------------------------------------------------

    b. Additional syndicate managers--The MSRB stated that having a 
data field that indicates all the syndicate managers (senior and co-
managers) on an underwriting would provide useful information for 
regulators.\88\ Additionally, the MSRB stated that, should the MSRB 
disseminate this information in the future, it could be used to 
evaluate the experience of a syndicate manager for an upcoming 
offering.\89\ The MSRB noted that the complete list of underwriters 
typically is known at or before the pricing of an issue and, therefore, 
senior and co-manager information is readily available to the senior 
underwriter before Form G-32 is due.\90\
---------------------------------------------------------------------------

    \88\ See Notice of Filing, 84 FR at 14993-94.
    \89\ See Notice of Filing, 84 FR at 14994.
    \90\ Id.
---------------------------------------------------------------------------

    c. Call schedule--The MSRB stated that requiring call schedule 
information on Form G-32 would include, for example, premium call dates 
and prices, and the par call date.\91\ The MSRB stated that this 
information would immediately increase regulatory transparency, 
providing regulators with intermediate premium call dates and prices, 
and, where applicable, a means to differentiate between a call price 
represented in dollars as opposed to CAV.\92\ Additionally, the MSRB 
noted that, if the MSRB disseminated this information in the future, 
access to all the relevant call information could help investors make 
more informed investment decisions.\93\
---------------------------------------------------------------------------

    \91\ Id. As part of its discussion of call schedules in the 
Notice of Filing, the MSRB noted that, for primary offerings with 
call prices stated as a percentage of the compound accreted value 
(CAV), the underwriter would enter the premium call dates and 
percentage of CAV the new issue can be called at as well as the par 
call date.
    \92\ Id.
    \93\ Id.
---------------------------------------------------------------------------

    d. Identity of obligated person(s), other than the issuer--The MSRB 
stated that it believes that providing the name(s) of the obligated 
person(s) (other than the issuer) for a primary offering of municipal 
securities is important because such obligated person(s) generally will 
have continuing disclosure obligations associated with the issue, and 
the identity of such obligated person(s) is sometimes not easily 
identifiable for regulatory transparency purposes.\94\ Also, the MSRB 
noted that having more ways of identifying those obligated to support 
payment of all or part of a primary offering would increase 
transparency (should it disseminate this information in the 
future).\95\ The MSRB stated that there may be confusion in identifying 
other obligated persons in a consistent manner.\96\ The MSRB noted 
that, as a result, the identity of the other obligated person(s) should 
be input on Form G-32 the same as it appears on the official statement, 
or if there is no official statement, in the manner it appears in the 
applicable offering documents for the issue.\97\ The MSRB stated that 
this practice would ensure consistent identification of the obligated 
person(s), other than the issuer, with respect to that issue.\98\
---------------------------------------------------------------------------

    \94\ Id.
    \95\ Id.
    \96\ Id.
    \97\ Id.
    \98\ Id.
---------------------------------------------------------------------------

    e. LEI \99\ for credit enhancers and obligated person(s), other 
than the issuer, if readily available--The MSRB stated that LEI 
provides a method to uniquely identify legally distinct entities that 
engage in financial transactions.\100\ The MSRB noted that the goal of 
this global identification system is to precisely identify parties to a 
financial transaction to assist regulators, policymakers and financial 
market participants in identifying and better understanding risk 
exposure in the financial markets and to allow monitoring of areas of 
concern.\101\ The MSRB stated that requiring this information for 
credit enhancers and obligated persons, other than the issuer, if 
readily available, would promote the value of obtaining LEIs and 
encourage industry participants to obtain them as a matter of 
course.\102\ As stated by the MSRB, an LEI is ``readily available'' if 
it is easily obtainable via a general search on the internet (e.g., web 
pages such as https://www.gleif.org/en/lei/search).\103\ The MSRB also 
noted that obtaining this information, when readily available, on 
credit enhancers and other obligated persons would help advance the 
goal of having a global identification method for these parties and 
improve the quality of municipal market financial data and 
reporting.\104\
---------------------------------------------------------------------------

    \99\ An LEI is a 20-digit alpha-numeric code that connects to 
key reference information providing unique identification of legal 
entities participating in financial transactions. Only organizations 
duly accredited by GLEIF are authorized to issue LEIs. The MSRB 
believes that, at this time, except for credit enhancers and 
obligated person(s), other than the issuer, the LEI information 
being sought is not critical in evaluating the financial risks of an 
issuer, and because issuers typically do not obtain an LEI, the 
likely time and costs associated with having to conduct a search to 
determine if LEI information is readily available for an issuer, 
would exceed any potential benefits. Id.
    \100\ Id.
    \101\ Id.
    \102\ Id.
    \103\ Id.
    \104\ Id.
---------------------------------------------------------------------------

    f. Dollar amount of each CUSIP number advance refunded--The MSRB 
stated that requiring information regarding the dollar amount of each 
CUSIP number advance refunded on Form G-32 would provide regulators 
important information regarding material changes to a bond's structure 
and value and should the MSRB disseminate this information in the 
future, may assist investors in making more informed investment 
determinations.\105\ Upon review of comments and discussions with 
certain market participants, the MSRB stated that it believes requiring 
the dollar amount of each CUSIP number advance refunded instead of the 
percentage advance refunded would be more useful in understanding the 
value of the portion of an issue being advance refunded and would be 
less burdensome for underwriters to calculate.\106\
---------------------------------------------------------------------------

    \105\ Id.
    \106\ Id.
---------------------------------------------------------------------------

    g. Retail order period by CUSIP number--Currently, primary 
offerings are flagged in the EMMA Dataport to indicate whether there 
is/was a retail order period.\107\ The MSRB noted that, quite often, 
however, not every maturity related to the offering is subject to a 
retail order period.\108\ The MSRB stated that requiring underwriters 
to mark a primary offering with a flag to indicate the existence of a 
retail order period for each CUSIP number would provide greater 
regulatory transparency as to the amount and types of bonds being 
offered in that retail order period.\109\
---------------------------------------------------------------------------

    \107\ Id.
    \108\ Id.
    \109\ Id.
---------------------------------------------------------------------------

    h. Name of municipal advisor--The MSRB stated that including this 
information would enhance regulatory transparency as key market 
participants would be more easily identifiable to regulators.\110\ The 
MSRB also noted that, should the MSRB disseminate this information in 
the future, it could also assist certain market participants in 
evaluating the experience of the municipal advisor when reviewing

[[Page 31966]]

primary offerings, especially for similar credits and structures.\111\ 
Finally, the MSRB stated that it intends to make this field autofill as 
the underwriter begins to input the name of the municipal advisor into 
the applicable text box.\112\
---------------------------------------------------------------------------

    \110\ Id.
    \111\ Id.
    \112\ Id.
---------------------------------------------------------------------------

    i. Restrictions on the issue--The MSRB stated that adding a ``yes'' 
or ``no'' flag to Form G-32 for an underwriter to indicate whether the 
primary offering is being made with restrictions would help regulators 
and, should the MSRB disseminate this information in the future, it 
could help certain other market participants more easily identify this 
information.\113\
---------------------------------------------------------------------------

    \113\ Id.
---------------------------------------------------------------------------

III. Summary of Comments Received and MSRB's Responses to Comments

    As noted previously, the Commission received three comment letters 
on the proposed rule change, as well as the MSRB Response Letter and 
Amendment No. 1.

A.Technical Correction to Rule G-11(k)

    SIFMA requested that the MSRB make a technical correction to MSRB 
Rule G-11(k), which was not otherwise amended by the Proposed Rule 
Change.\114\ SIFMA requested that the MSRB change the requirement that 
dealers provide certain representations and disclosures ``from the end 
of the retail order period but no later than the Time of Formal Award'' 
to ``by the time of the formal award.'' \115\ In SIFMA's view, these 
disclosures are often made earlier than the end of the retail order 
period and there is no reason to discourage that practice.\116\
---------------------------------------------------------------------------

    \114\ See SIFMA Letter at 2-3.
    \115\ See SIFMA Letter at 3.
    \116\ Id.
---------------------------------------------------------------------------

    The MSRB stated that it agreed with SIFMA regarding MSRB Rule G-
11(k), and made corresponding changes in Amendment No. 1.\117\
---------------------------------------------------------------------------

    \117\ See MSRB Response Letter.
---------------------------------------------------------------------------

B. Additional Data Fields to be Required on Form G-32

1. Comments About Data Fields Generally
    SIFMA, BDA, and NAMA commented on the requirement in the proposed 
rule change that underwriters complete additional fields on Form G-
32.\118\ Generally, both SIFMA and BDA stated that the MSRB has 
drastically underestimated the time and costs of compliance with these 
new requirements.\119\ Further, SIFMA and BDA believe that the MSRB has 
overestimated the benefits of the additional fields in Form G-32, 
because this information is generally available in the Official 
Statement that is already accessible on the MSRB's EMMA system.\120\ 
BDA suggested that additional burdens on dealers have, and could, 
continue to lead to contraction in the market.\121\ SIFMA additionally 
requested that the specifications of the new fields should be available 
for comment prior to implementation, and that the MSRB provide a bulk 
data uploader such as those provided by FINRA and DTC.\122\ SIFMA also 
noted that changes will need to be made to the MSRB's Form G-32 Manual, 
and offered to meet with MSRB staff to discuss.\123\
---------------------------------------------------------------------------

    \118\ See SIFMA Letter; BDA Letter; NAMA Letter.
    \119\ See SIFMA Letter at 3; BDA Letter at 2.
    \120\ See SIFMA Letter at 3-4; BDA Letter at 2.
    \121\ See BDA Letter at 2-3.
    \122\ See SIFMA Letter at 4.
    \123\ See SIFMA Letter at 6.
---------------------------------------------------------------------------

    In the MSRB Response Letter, the MSRB responded to the general 
comments from SIFMA, BDA, and NAMA about the additional data fields. 
The MSRB stated that the nine data fields requiring manual completion 
(as applicable) for NIIDS-eligible offers are necessary to enhance the 
MSRB's regulatory transparency initiatives.\124\ The MSRB also noted 
that the time and resources required for compliance with this 
requirement would not be unduly burdensome.\125\ The MSRB acknowledged 
that commenters raised concerns with the MSRB's economic analysis, but 
responded that the commenters did not provide data to illustrate or 
support such concerns.\126\ The MSRB stated that this data would 
enhance its ability to perform oversight of primary offerings and 
secondary market trading practices, as well as assist it in ensuring a 
fair and efficient market.\127\ The MSRB noted that it plans to publish 
the data in the future to help investors with their investment 
decisions.\128\
---------------------------------------------------------------------------

    \124\ See MSRB Response Letter at 6.
    \125\ See MSRB Response Letter at 6-7.
    \126\ See MSRB Response Letter at 7.
    \127\ Id.
    \128\ Id.
---------------------------------------------------------------------------

    The MSRB also stated that it appreciated the commenters' concerns 
about the need to assure the quality of the data they provide, but the 
MSRB concluded that the importance of such data outweighs any attendant 
burden.\129\ The MSRB also noted that it appreciated commenters' 
willingness to meet to discuss suggestions to support technical aspects 
of implementing the proposed rule change, but that the MSRB does not 
believe meeting to discuss such suggestions should delay approval.\130\
---------------------------------------------------------------------------

    \129\ Id.
    \130\ See MSRB Response Letter at 9.
---------------------------------------------------------------------------

2. Comments About Specific Data Fields
    With respect to specific fields on proposed amended Form G-32:
    a. LEI: Both SIFMA and BDA raised concerns about the requirement to 
include the LEI for Credit Enhancers and Obligated persons ``if readily 
available.'' \131\ SIFMA suggested that only the names and LEIs of 
Obligated Persons would be useful to the market.\132\ Both SIFMA and 
BDA expressed concerns about the vagueness of ``if readily available,'' 
and believe that this qualifier does not provide enough guidance to 
dealers as to where and how to search.\133\ BDA further expressed 
concerns about errors in data entry.\134\
---------------------------------------------------------------------------

    \131\ See SIFMA Letter at 5; BDA Letter at 2.
    \132\ See SIFMA Letter at 5.
    \133\ Id.; BDA Letter at 2.
    \134\ See BDA Letter at 2.
---------------------------------------------------------------------------

    In the MSRB Response Letter, the MSRB responded to these comments 
about LEI data.\135\ The MSRB stated that LEI information (when readily 
available) on credit enhancers and obligated persons (other than the 
issuer) would advance the goal of establishing a global identification 
method for these parties.\136\ The MSRB noted that such LEI information 
could improve the quality of municipal market financial data 
reporting.\137\ The MSRB stated that a LEI could be considered 
``readily available'' if it were easily obtainable via a general search 
on the internet.\138\ The MSRB also noted that, if, after searching via 
Form G-32's LEI search page, an LEI did not result for a particular 
credit enhancer or obligated person, the underwriter could conclude 
that the LEI was not ``readily available.'' \139\
---------------------------------------------------------------------------

    \135\ See MSRB Response Letter at 7.
    \136\ Id.
    \137\ Id.
    \138\ Id.
    \139\ Id.
---------------------------------------------------------------------------

    b. Dollar amount of CUSIPs refunded: BDA expressed concern that the 
manual entry of this data could lead to a high risk of errors.\140\
---------------------------------------------------------------------------

    \140\ See BDA Letter at 2.
---------------------------------------------------------------------------

    The MSRB stated that it understands concerns about quality 
assurance regarding data input, but that the MSRB concluded that the 
importance of such data outweighs any associated burdens.\141\
---------------------------------------------------------------------------

    \141\ Id.
---------------------------------------------------------------------------

    c. Restrictions on the Issue: SIFMA requested clarifications on 
what types of restrictions would require a yes or no answer, and 
believes that restrictions

[[Page 31967]]

should be limited to the types of investors.\142\ Further, SIFMA 
requested that checkboxes be offered in the form instead of ``yes'' and 
``no'' choices.\143\
---------------------------------------------------------------------------

    \142\ See SIFMA Letter at 5.
    \143\ Id.
---------------------------------------------------------------------------

    In response, the MSRB stated its continued belief that the ``yes'' 
or ``no'' indicator for whether the offering is being made with a 
restriction would provide useful information to regulators, allowing 
regulators to identify transactions involving municipal securities more 
easily.\144\ The MSRB also noted that if such information is made 
available via EMMA in the future, market participants could identify 
primary offerings with restrictions and make any inquiries deemed 
appropriate.\145\ The MSRB stated that it is not necessary ``at this 
time'' to require an underwriter to provide additional information 
regarding the specific types of investors to which an offering is 
limited.\146\
---------------------------------------------------------------------------

    \144\ See MSRB Response Letter at 8.
    \145\ Id.
    \146\ Id.
---------------------------------------------------------------------------

    d. Municipal Advisor: NAMA requested that a number of elements to 
the Municipal Advisor field be clarified, including:
    i. Will the drop down box display the list of firms registered with 
the SEC, MSRB, or both? \147\ NAMA believed this change is a good 
opportunity to reconcile any differences.\148\
---------------------------------------------------------------------------

    \147\ See NAMA Letter at 1.
    \148\ Id.
---------------------------------------------------------------------------

    ii. How will the underwriter determine who should be listed as the 
Municipal Advisor? \149\
---------------------------------------------------------------------------

    \149\ Id.
---------------------------------------------------------------------------

    iii. Will there be an option for ``No Municipal Advisor?'' \150\
---------------------------------------------------------------------------

    \150\ Id.
---------------------------------------------------------------------------

    iv. Will there be an ability to correct/revise the form? \151\
---------------------------------------------------------------------------

    \151\ Id.
---------------------------------------------------------------------------

    v. How will the MSRB handle DBA Names? \152\
---------------------------------------------------------------------------

    \152\ Id.
---------------------------------------------------------------------------

    The MSRB responded that it anticipates implementing a method for 
populating the ``municipal advisor'' data field that would cause the 
field to autofill or provide a drop-down of municipal advisors by 
name.\153\ The MSRB added that the autofill or drop-down would include 
all municipal advisors registered with the SEC, as well as with the 
MSRB, and would include a ``no municipal advisor'' option.\154\ The 
MSRB also noted that an underwriter would look to the municipal advisor 
named in the Official Statement, or if none is listed, the underwriter 
would rely on its knowledge of the municipal advisor's identity.\155\ 
The MSRB stated that it anticipates Form G-32 would allow for an 
underwriter to add a municipal advisor, if more than one municipal 
advisor is known.\156\
---------------------------------------------------------------------------

    \153\ See MSRB Response Letter at 8.
    \154\ Id.
    \155\ Id.
    \156\ Id.
---------------------------------------------------------------------------

IV. Discussion and Commission Findings

    The Commission has carefully considered the proposed rule change, 
the comment letters received, the MSRB Response Letter, and Amendment 
No. 1. The Commission finds that the proposed rule change, as modified 
by Amendment No. 1, is consistent with the requirements of the Act and 
the rules and regulations thereunder applicable to the MSRB.
    In particular, the Commission believes that the proposed rule 
change, as modified by Amendment No. 1, is consistent with the 
provisions of Section 15B(b)(2)(C) of the Act, which provides in part 
that the MSRB's rules shall be designed to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to, and facilitating transactions in municipal 
securities and municipal financial products, and to remove impediments 
to and perfect the mechanism of a free and open market in municipal 
securities and municipal financial products.\157\
---------------------------------------------------------------------------

    \157\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    The Commission believes that the proposed rule change to MSRB Rule 
G-11(f) would promote just and equitable principles of trade by 
codifying the obligation of selling group members, in addition to 
syndicate members, to comply with the issuer's terms and conditions in 
a primary offering of municipal securities, particularly in light of 
the obligations of selling group members to comply with the priority 
provisions, as well as other issuer terms and conditions.
    The Commission believes that the proposed rule changes to MSRB Rule 
G-11(g) also would promote just and equitable principles of trade by 
removing any unfair advantage in the secondary market of having advance 
knowledge of when an issue is free-to-trade, as well as by ensuring 
issuers in a primary offering have material information regarding the 
designations and allocations of their offerings. Additionally, the 
Commission believes that providing this information to issuers removes 
impediments to a free and open market in municipal securities by giving 
issuers valuable information they otherwise may not know is available. 
By reducing information asymmetry among market participants in primary 
offerings of municipal securities, this proposed rule change would 
reduce the potential for an unfair advantage in the secondary sales of 
municipal securities.
    Similarly, the Commission believes that by requiring the 
underwriter in an advance refunding to disclose advance refunding 
information, the proposed rule change to MSRB Rule G-32(b)(ii) would 
remove impediments to and perfect the mechanism of a free and open 
market, by ensuring that all market participants have access to such 
information at the same time. The proposed rule change to MSRB Rule G-
11(j) also would foster cooperation and coordination with persons 
engaged in processing information with respect to transactions in 
municipal securities and municipal financial products, by aligning the 
timing of payment of sales credits in net designation and group net 
sales transactions. Additionally, aligning these payments would remove 
impediments to a free and open market in municipal securities and 
municipal financial products by reducing credit risk in the market and 
allowing group net sales credit payments to be made to syndicate 
members on a shortened timeframe.
    The Commission believes that the deletion of MSRB Rule G-32(c) in 
the proposed rule change would remove impediments to and perfect the 
mechanism of a free and open market in municipal securities. The 
Commission believes that, by eliminating a rule that no longer resolves 
a market harm, the proposed rule change will more appropriately reflect 
actual market practices, reduce regulatory burdens and thus encourage 
compliance with a more appropriate process by which the underwriter 
receives the official statement in a primary offering of municipal 
securities. Further, because Exchange Act Rule 15c2-12(b)(3) requires 
an underwriter to contract with the issuer or its agent to receive the 
official statement within a defined period of time, the Commission 
believes that the deletion of MSRB Rule G-32(c) will not adversely 
affect investors or the public interest.
    The Commission believes that the inclusion on Form G-32 of 
additional data fields will foster cooperation with persons engaged in 
regulating and processing information with respect to transactions in 
municipal securities and municipal financial products, by providing 
more transparency with respect to municipal securities offerings.

[[Page 31968]]

For example, by obtaining this information, the MSRB and other 
regulators will have access to more fulsome and useful market data to 
help inform their regulation of the municipal securities markets.
    In approving the proposed rule change, the Commission has 
considered the proposed rule change's impact on efficiency, 
competition, and capital formation.\158\ Section 15B(b)(2)(C) of the 
Act \159\ requires that MSRB rules not be designed to impose any burden 
on competition not necessary or appropriate in furtherance of the 
purposes of the Act. The Commission does not believe that the proposed 
rule change would impose any burden on competition not necessary or 
appropriate in furtherance of the purposes of the Act, because it would 
apply equally to all dealers of new issues of municipal securities in 
primary offerings.
---------------------------------------------------------------------------

    \158\ 15 U.S.C. 78c(f).
    \159\ 15 U.S.C. 78o-4(b)(2)(C).
---------------------------------------------------------------------------

    Furthermore, the Commission believes that the potential burdens 
created by the proposed rule change are likely to be outweighed by the 
benefits of increasing regulatory transparency in the primary offering 
process and secondary market trading. The Commission has reviewed the 
record for the proposed rule change and notes that the record does not 
contain any information to indicate that the proposed rule change would 
have a negative effect on capital formation. The Commission believes 
that the proposed rule change includes provisions that help promote 
efficiency. The amendments requiring that the senior syndicate manager 
to notify all members of the syndicate and selling group at the same 
time that the offering is free to trade, and requiring underwriters to 
provide access to advance refunding documents to the entire market at 
the same time, would promote efficiency in the market by reducing 
information asymmetry among market participants. Additionally, the 
amendments aligning the timeframes for the payment of group net sales 
credits and net designation sales credit would promote efficiency by 
reducing credit risk in the market.
    As noted above, the Commission received three comment letters on 
the filing. The Commission believes that the MSRB, through its 
responses and through Amendment No. 1, has addressed commenters' 
concerns. For the reasons noted above, the Commission believes that the 
proposed rule change, as modified by Amendment No. 1, is consistent 
with the Act.

V. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether Amendment No. 1 
to the proposed rule change is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use of the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number SR-MSRB-2019-07 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE, Washington, DC 20549.
    All submissions should refer to File Number SR-MSRB-2019-07. This 
file number should be included on the subject line if email is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's internet website (http://www.sec.gov/rules/sro.shtml). 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for website viewing and printing in 
the Commission's Public Reference Room, 100 F Street NE, Washington, DC 
20549 on official business days between the hours of 10:00 a.m. and 
3:00 p.m. Copies of the filing also will be available for inspection 
and copying at the principal office of the MSRB. All comments received 
will be posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-MSRB-2019-07 and should be submitted on 
or before July 24, 2019.

VI. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause for approving the proposed rule 
change, as amended by Amendment No. 1, prior to the 30th day after the 
date of publication of notice of Amendment No. 1 in the Federal 
Register. As noted by the MSRB, Amendment No. 1 does not raise any 
significant issues with respect to the proposed rule change and only 
provides minor technical changes. The proposed rule change to MSRB Rule 
G-11(g)(iv) corrects an inadvertent drafting error and the proposed 
rule change to MSRB Rule G-11(k) aligns the current rule to existing 
industry practice and is directly responsive to comments received.
    For the foregoing reasons, the Commission finds good cause for 
approving the proposed rule change, as modified by Amendment No. 1, on 
an accelerated basis, pursuant to Section 19(b)(2) of the Act.

VIII. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\160\ that the proposed rule change, as modified by Amendment No. 1 
(SR-MSRB-2019-07) be, and hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \160\ 15 U.S.C. 78s(b)(2).

    For the Commission, pursuant to delegated authority.\161\
---------------------------------------------------------------------------

    \161\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Deputy Secretary.
[FR Doc. 2019-14161 Filed 7-2-19; 8:45 am]
 BILLING CODE 8011-01-P


