[Federal Register Volume 87, Number 220 (Wednesday, November 16, 2022)]
[Notices]
[Pages 68783-68784]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-24887]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96279; File No. SR-FINRA-2022-025]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Order Approving Proposed Rule Change To Amend FINRA 
Rule 11880 (Settlement of Syndicate Accounts) To Revise the Syndicate 
Account Settlement Timeframe for Corporate Debt Offerings

November 9, 2022.

I. Introduction

    On August 5, 2022, the Financial Industry Regulatory Authority, 
Inc. (``FINRA'') filed with the Securities and Exchange Commission 
(``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 to amend FINRA Rule 11880 (Settlement of Syndicate 
Accounts) to revise the syndicate account settlement timeframe for 
corporate debt offerings. The proposed rule change was published for 
comment in the Federal Register on August 18, 2022.\3\ On September 28, 
2022, pursuant to Section 19(b)(2) of the Act,\4\ the Commission 
designated a longer period within which to approve the proposed rule 
change, disapprove the proposed rule change, or institute proceedings 
to determine whether to disapprove the proposed rule change.\5\ The 
Commission received comment letters on the proposal.\6\ This order 
approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 95494 (Aug. 12, 
2022), 87 FR 50896 (Aug. 18, 2022) (``Notice'').
    \4\ 15 U.S.C. 78s(b)(2).
    \5\ See Securities Exchange Act Release No. 95937 (Sept. 28, 
2022), 87 FR 60230 (Oct. 4, 2022).
    \6\ Comments received on the proposed rule change are available 
at https://www.sec.gov/comments/sr-finra-2022-025/srfinra2022025.htm.
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II. Description of the Proposed Rule Change

    In its filing, FINRA states that underwriting groups ordinarily 
form syndicate accounts to process the income and expenses of the 
syndicate.\7\ The syndicate manager is responsible for maintaining 
syndicate account records and must provide to each selling syndicate 
member an itemized statement of syndicate expenses no later than the 
date of the final settlement of the syndicate account.\8\ Syndicate 
members record the expected payments from the syndicate manager as 
``receivables'' on their books and records but generally syndicate 
managers do not provide the payments for up to 90 days after the 
syndicate settlement date.\9\ FINRA Rule 11880(b) provides that the 
syndicate manager in a public offering of corporate securities must 
effect the final settlement of syndicate accounts within 90 days 
following the ``syndicate settlement date.'' \10\
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    \7\ See Notice, 87 FR at 50896.
    \8\ See id.
    \9\ See id.
    \10\ See FINRA Rule 11880(a)(4) (defining ``syndicate settlement 
date'' as ``the date upon which corporate securities of a public 
offering are delivered by the issuer to or for the account of the 
syndicate members'').
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    FINRA is proposing to amend FINRA Rule 11880 (Settlement of 
Syndicate Accounts) to revise the syndicate account settlement 
timeframe for corporate debt offerings. Specifically, FINRA is 
proposing to establish a two-stage syndicate account settlement 
approach whereby the syndicate manager for corporate debt offerings 
would be required to remit to each syndicate member at least 70 percent 
of the gross amount due to such syndicate member within 30 days 
following the syndicate settlement date, with any final balance due 
remitted within 90 days following the syndicate settlement date.
    FINRA states its belief that the proposed rule change will benefit 
syndicate members by reducing the exposure of syndicate members to the 
credit risk of the syndicate manager during the pendency of account 
settlements.\11\ FINRA also states that the proposed rule change will 
benefit syndicate members, including capital-constrained small firms, 
by allowing them to obtain earlier access to the funds earned from an 
offering without significantly increasing the risks of 
resettlements.\12\ In addition, FINRA states that the proposed staged 
approach will provide these benefits to syndicate members while easing 
compliance for syndicate managers by permitting them to retain 30 
percent of the gross amount earned by syndicate members to cover 
expenses and remit any balance due to the syndicate members within the 
current 90-day period following the syndicate settlement date.\13\
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    \11\ See Notice, 87 FR at 50896-7.
    \12\ See id. at 50897.
    \13\ See id.
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    FINRA has stated that it will announce an effective date for the 
rule change of January 1, 2023 in a Regulatory Notice.\14\
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    \14\ See id.

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[[Page 68784]]

III. Discussion and Commission Findings

    After careful review of the proposal and the comment letters, the 
Commission finds that the proposed rule change is consistent with the 
requirements of the Act and the rules and regulations thereunder 
applicable to a national securities association.\15\ In particular, the 
Commission finds that the proposed rule change is consistent with 
Section 15A(b)(6) of the Act,\16\ which requires, among other things, 
that the rules of a national securities association be designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade, and, in general, to protect 
investors and the public interest.
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    \15\ In approving this proposal, the Commission has considered 
the proposed rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f); infra Section III.
    \16\ 15 U.S.C. 78o-3(b)(6).
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    The Commission believes that the proposed rule change is reasonably 
designed to reduce a number of risks associated with syndicate debt 
issuances, including counterparty and liquidity risk. Specifically, it 
would reduce the exposure of syndicate members to the potential 
deterioration of the credit of syndicate managers during the pendency 
of account settlement. Further, a shorter syndicate settlement 
timeframe would result in lower liquidity risk for certain syndicate 
members by providing syndicate members with earlier access to capital 
and improve the syndicate member's liquidity position where their own 
net capital is limited. Additionally, because the proposed rule change 
is expected to benefit smaller firms, especially those that are 
capital-constrained, the Commission believes that the proposed rule 
change is reasonably designed to have positive effects on competition 
and thereby to remove impediments to, and perfect the mechanism of a 
free and open market. Alleviation of liquidity constraints would create 
opportunities for the syndicate members, especially those that are 
capital-constrained, to participate in more new offerings and enhance 
their ability to compete with other firms, maintain business 
operations, or use the funds for other purposes. This may reduce 
barriers to entering the corporate debt underwriting market and could 
ultimately result in an increase in the supply of underwriters and 
lower costs for corporate debt issuers and investors.
    At the same time, the Commission believes that the proposed rule 
change is reasonably designed not to impact negatively the ability of 
syndicate managers to run the syndicate settlement account process or 
unduly burden syndicate managers, given the technological advances that 
have been made since the 90-day syndicate account settlement timeframe 
was adopted in 1987, such as electronic order entry and accounting 
systems.\17\ Specifically, FINRA stated that in more than 95% of 
offerings from 2016 to 2018, the debt security is priced, allocated to 
investors, and starts trading in the secondary market all within the 
same day, meaning a large part of syndicate income can be accounted for 
within days after the date of issuance.\18\
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    \17\ See Notice, 87 FR at 50900.
    \18\ See id. at 50898.
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    Commenters supported approval of the proposed rule change \19\ and 
some commenters encouraged the Commission to act quickly to approve it 
so that FINRA can meet its proposed January 1, 2023 effective date.
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    \19\ See Letter from Michael Decker, Senior Vice President for 
Public Policy, Bond Dealers of America, to Secretary, Commission, 
dated September 8, 2022; Letter from Joseph Corcoran, Managing 
Director, Associate General Counsel, SIFMA, to Vanessa Countryman, 
Secretary, Commission, dated September 8, 2022; Letter from 
Anonymous, dated October 12, 2022.
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    For the reasons noted above, the Commission finds that the proposed 
rule change is consistent with the Act.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\20\ that the proposed rule change (SR-FINRA-2022-025) be, and 
hereby is, approved.
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    \20\ 15 U.S.C. 78s(b)(2).
    \21\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\21\
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-24887 Filed 11-15-22; 8:45 am]
BILLING CODE 8011-01-P


