May 19, 2020

First Analysis: SEC’s Securities Offering and Communications Reforms for BDCs and Closed-End Funds

This First Analysis article discusses the final rule amendments adapted by the U.S. Securities and Exchange Commission (SEC) that modernize the offering related provisions of the Securities Act of 1933, as amended (the Securities Act), and the communications safe harbors available to business development companies (BDCs) and closed-end funds (CEFs), including interval funds but excluding open-end funds, exchange-traded funds and unit investment trusts. This article also discusses accompanying amendments to Form N-2. The SEC was required to undertake rulemaking with respect to BDC's by the Small Business Credit Availability Act, and to undertake rulemaking with respect to CEFs by the Economic Growth, Regulatory Relief and Consumer Protection Act. The new rules will allow BDCs and CEFs to use the securities offering and communication rules that are already available to operating companies.

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