[Congressional Record Volume 169, Number 97 (Monday, June 5, 2023)]
[House]
[Pages H2729-H2731]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




                       MIDDLE MARKET IPO COST ACT

  Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the 
bill (H.R. 2812) to require the Securities and Exchange Commission to 
carry out a study of the costs associated with small- and medium-sized 
companies to undertake initial public offerings, as amended.
  The Clerk read the title of the bill.
  The text of the bill is as follows:

                               H.R. 2812

       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 ``Middle Market IPO Cost 
     Act''.

     SEC. 2. STUDY ON IPO FEES.

       (a) Study.--The Comptroller General of the United States, 
     in consultation with the Securities and Exchange Commission, 
     in consultation with the Financial Industry Regulatory 
     Authority, shall carry out a study of the costs associated 
     with small- and medium-sized companies to undertake initial 
     public offerings (``IPOs''). In carrying out such study, the 
     Comptroller General shall--
       (1) consider the direct and indirect costs of an IPO, 
     including--
       (A) fees of accountants, underwriters, and any other 
     outside advisors with respect to the IPO;
       (B) compliance with Federal and State securities laws at 
     the time of the IPO; and
       (C) such other IPO-related costs as the Comptroller General 
     may consider;
       (2) compare and analyze the costs of an IPO with the costs 
     of obtaining alternative sources of financing and of 
     liquidity;
       (3) consider the impact of such costs on capital formation;
       (4) analyze the impact of these costs on the availability 
     of public securities of small- and medium-sized companies to 
     retail investors; and
       (5) analyze trends in IPOs over a time period the 
     Comptroller General determines is appropriate to analyze IPO 
     pricing practices, considering--
       (A) the number of IPOs;
       (B) how costs for IPOs have evolved over time for 
     underwriters, investment advisory firms, and other 
     professions for services in connection with an IPO;
       (C) the number of brokers and dealers active in 
     underwriting IPOs;
       (D) the different types of services that underwriters and 
     related persons provide before and after a small- or medium-
     sized company IPO and the factors impacting IPOs costs;
       (E) changes in the costs and availability of investment 
     research for small- and medium-sized companies; and
       (F) the impacts of litigation and its costs on being a 
     public company.
       (b) Report.--Not later than the end of the 360-day period 
     beginning on the date of the enactment of this Act, the 
     Comptroller General shall issue a report to the Congress 
     containing all findings and determinations made in carrying 
     out the study required under subsection (a) and any 
     administrative or legislative recommendations the Comptroller 
     General may have.

  The SPEAKER pro tempore. Pursuant to the rule, the gentlewoman from 
Missouri (Mrs. Wagner) and the gentleman from California (Mr. Sherman) 
each will control 20 minutes.
  The Chair recognizes the gentlewoman from Missouri.


                             General Leave

  Mrs. WAGNER. Mr. Speaker, I ask unanimous consent that all Members 
may have 5 legislative days in which to revise and extend their remarks 
and include extraneous material on this bill.
  The SPEAKER pro tempore. Is there objection to the request of the 
gentlewoman from Missouri?
  There was no objection.
  Mrs. WAGNER. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, I rise in support of H.R. 2812, the Middle Market IPO 
Underwriting Cost Act. I thank my colleagues from both sides of the 
aisle, Representatives Himes and Lawler, for working on this important 
piece of bipartisan legislation that will help ensure that our IPO 
market remains competitive and attractive, especially for small- and 
medium-sized companies.
  I thank Mr. Himes for his willingness to work with the majority, and 
specifically Congressman French Hill of Arkansas, to reach an agreement 
on this legislation.
  Staff have been working on this since the bill was marked up in 
April, and I am happy to see that the study will now be carried out by 
the GAO in consultation with the SEC and FINRA.
  Companies have two ways of accessing capital in the securities 
markets to fund their operations: an initial public offering, IPO, 
where they sell securities publicly through a registered offering with 
the SEC, or a private offering under an exemption from registration.
  Accessing capital through an IPO is a significant step for a company 
because there are considerable up-front costs, as well as ongoing, 
increased costs associated with the company's reporting requirements as 
a public company.
  Before an IPO, companies often spend tens of millions of dollars 
gathering and compiling mandatory information to submit to the SEC and 
make available to the public for the sale of its securities.
  The SEC itself has estimated that the average cost of just achieving 
regulatory compliance for going public is $2.5 million, which may not 
include additional costs of hiring professionals to help undertake the 
IPO.
  However, additional data is required to achieve a better 
understanding of the costs of the added regulatory and

[[Page H2730]]

professional services associated with undertaking an IPO and becoming a 
public company.
  As a result, the study required under this bill will help Congress 
and the market better understand the costs associated with small- and 
medium-sized companies to undertake initial public offerings, IPOs, and 
become public companies.
  Mr. Speaker, H.R. 2812 is a balanced and thoughtful bill that will 
give us the information to better understand those costs with going 
public so that Congress can continue the work to make our public 
markets the most attractive and competitive in the world.
  Mr. Speaker, for this reason, I urge my colleagues to support H.R. 
2812, and I reserve the balance of my time.
  Mr. SHERMAN. Mr. Speaker, I yield myself such time as I may consume.
  Mr. Speaker, I rise in support of H.R. 2812, the middle market IPO 
underwriting study act, sponsored by the gentleman from Connecticut 
(Mr. Himes), and I commend him for his work in bringing this bill to 
the floor and authoring it.
  This bill passed our committee by a voice vote. I don't think there 
was a dissenting voice in the room.
  As the gentlewoman from Missouri points out, the process of going 
public and filing a registration statement is expensive. Due to that 
expense, companies may choose not to go public and not raise the money 
they need to expand their businesses and provide additional employment 
to aid our economy. Therefore, it is in all of our interests to see 
whether that cost can be reduced.
  Companies in this process usually engage an underwriter or broker-
dealer to help them sell the shares to prospective investors. 
Underwriters are typically compensated for their services through fees 
such as underwriting spreads and underwriting fees.
  The underwriting spread is the difference between the price at which 
the underwriter buys the security from the issuer and the price at 
which those securities are sold to the public in the public offering.

                              {time}  1730

  The underwriting fee, which often constitutes the largest share of 
the cost of doing an IPO, or initial public offering, is typically a 
percentage of the gross proceeds of the sale of the securities. The 
exact amount varies and can be negotiated between the issuer and the 
underwriter. Large companies have, in recent years, been able to 
negotiate lower percentages for this process, which reduces their 
overall fee. At the same time, smaller companies have continued to pay 
the same historic percentage for this service, which is often 7 percent 
of the transaction.
  Higher underwriting fees essentially increase the cost of raising 
capital, allowing middlemen to pocket profits that would otherwise be 
available to grow the company.
  Despite technological advancements, such as digital platforms which 
now allow for a quicker and wider distribution of securities, 
underwriting costs for small-and medium-sized companies have remained 
stagnant and uncompetitive.
  The gentleman from Connecticut (Mr. Himes) has brought forward a bill 
to direct a study of this problem and offer concrete solutions. It will 
focus on the underwriting fee. It will also look at the auditing fee, 
as well.
  I support this bill, which will shed light on how much small- and 
medium-sized companies are paying chiefly for underwriting services 
when they go public. I hope this will get the SEC to address this 
behavior on Wall Street.
  Mr. Speaker, I urge my colleagues to support the bill, and I reserve 
the balance of my time.
  Mrs. WAGNER. Mr. Speaker, I reserve the balance of my time.
  Mr. SHERMAN. Mr. Speaker, I yield such time as he may consume to the 
gentleman from Connecticut (Mr. Himes), the author of this bill.
  Mr. HIMES. Mr. Speaker, I thank the gentleman from California and my 
friend from Missouri, and I rise in support of this bill, H.R. 2812, 
the middle market IPO underwriting cost act.
  I thank Chairman McHenry and Ranking Member Waters for considering 
these bills on the floor today, and this bill in particular, which we 
have been working on for a very long time.
  This bill, H.R. 2812, grows out of the work that the Financial 
Services Committee has been doing for a long time around the JOBS Act, 
which did good work to reduce the cost and friction associated with a 
young company going public. At the time, the JOBS Act was estimated to 
save companies between $1 million and $2 million a year when and after 
they go public, but the actual cost of going public, except for the 
very largest companies, as the gentleman from California noted, has not 
changed at all in many, many years.
  Over those years, middle-market companies, which arguably have less 
negotiating power than some of the very large companies that have been 
able to force down fees, have experienced a perfectly consistent gross 
spread of 7 percent. Think about that. The price of going public has 
never varied from 7 percent. That means that a young company raising a 
typical $200 million in capital, with a 7 percent gross spread, hands 
over $14 million to the underwriters. That is a lot of money for a 
young company.
  From 2001 to 2022, 95 percent of U.S. IPOs that raised between $30 
million and $130 million had a gross spread of 7 percent. From 1992 to 
2017, more than 80 percent of middle-market IPOs had gross spreads of 
exactly 7 percent.
  The cost of the technologies used during the underwriting process 
have come down dramatically over the decades, but the gross spread has 
not, so I strongly believe that this remarkably stable 7 percent gross 
spread is fair subject for scrutiny.
  H.R. 2812 very simply asks the GAO, in consultation with the 
Securities and Exchange Commission, to examine the gross spread and 
other costs associated with going public to see if we can understand 
that remarkable stability, what drives it, and what might be done to 
try to make the market more competitive and, therefore, reduce costs 
for companies trying to access our capital markets.

  Mr. Speaker, I again thank Chairman McHenry and Ranking Member Waters 
for bringing this bill to the floor today.
  Finally, Mr. Speaker, I thank my good friend from Arkansas, 
Representative French Hill, for all of his thoughtful feedback and 
suggestions on this bill over the last few weeks.
  Mr. Speaker, I urge my colleagues to support H.R. 2812, and I again 
thank the gentlewoman from Missouri (Mrs. Wagner) and the gentleman 
from California (Mr. Sherman).
  Mrs. WAGNER. Mr. Speaker, I reserve the balance of my time.
  Mr. SHERMAN. Mr. Speaker, I think the gentleman from Connecticut said 
it well: Costs should be coming down because technology is available, 
yet they seem exactly stuck at a noncompetitive 7 percent. Our 
investors in companies need more robust competition and fairer 
underwriting practices. This bill would shed light on these practices 
and help us strengthen competition in underwriting services for our 
smaller and medium-sized companies.
  Mr. Speaker, I urge my colleagues to support this bill, which passed, 
I believe, on a voice vote in our committee. I know of no opposition.
  Mr. Speaker, I yield back the balance of my time.
  Mrs. WAGNER. Mr. Speaker, I strongly urge my colleagues to support 
H.R. 2812, and I yield back the balance of my time.
  Ms. JACKSON LEE. Mr. Speaker, I rise today in support of H.R. 2812, 
the Middle Market IPO Cost Act.
  H.R. 2812 would require the Securities and Exchange Commission to 
study and report on the costs encountered by small- and medium-sized 
companies when undertaking initial public offerings and certain 
offerings exempt from securities registration requirements.
  The report commissioned through this bill will provide information to 
facilitate cost reduction for small and medium-size businesses when 
they conduct an initial public offering and ``go public.''
  This bill constitutes an important step toward protecting small and 
mid-size businesses from the penalties they currently face under 
historic fee structures and restrictions on IPO funding.
  The Houston area leads the Nation in small business development and 
is one of the top emerging ecosystems for startups globally.
  In 2021, over 150,000 new-business applications were filed in the 
Houston area.
  This bill will boost these Houston businesses by making it easier for 
them to grow and create jobs.
  By going public, businesses in Houston and beyond will be able to 
give American families the opportunity to invest directly in their 
businesses and build wealth for the future.
  Mr. Speaker, I stand for American families. I stand for economic 
growth and small businesses. This bill will equip Congress to better

[[Page H2731]]

understand and address the burdens and costs of conducting an initial 
public offering.
  I urge my colleagues to join me in supporting this bill and in 
working to ensure accessible economic opportunities for all.
  The SPEAKER pro tempore. The question is on the motion offered by the 
gentlewoman from Missouri (Mrs. Wagner) that the House suspend the 
rules and pass the bill, H.R. 2812, as amended.
  The question was taken.
  The SPEAKER pro tempore. In the opinion of the Chair, two-thirds 
being in the affirmative, the ayes have it.
  Mrs. WAGNER. Mr. Speaker, on that I demand the yeas and nays.
  The yeas and nays were ordered.
  The SPEAKER pro tempore. Pursuant to clause 8 of rule XX, further 
proceedings on this motion will be postponed.

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