[Congressional Record Volume 171, Number 107 (Monday, June 23, 2025)]
[House]
[Pages H2872-H2873]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]
ENCOURAGING PUBLIC OFFERINGS ACT OF 2025
Mrs. WAGNER. Mr. Speaker, I move to suspend the rules and pass the
bill (H.R. 3381) 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, as amended.
The Clerk read the title of the bill.
The text of the bill is as follows:
H.R. 3381
Be it enacted by the Senate and House of Representatives of
the United States of America in Congress assembled,
[[Page H2873]]
SECTION 1. SHORT TITLE.
This Act may be cited as the ``Encouraging Public Offerings
Act of 2025''.
SEC. 2. EXPANDING TESTING THE WATERS.
Section 5(d) of the Securities Act of 1933 (15 U.S.C.
77e(d)) is amended--
(1) by striking ``Notwithstanding'' and inserting the
following:
``(1) In general.--Notwithstanding'';
(2) 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
(3) by adding at the end the following:
``(2) Additional requirements.--
``(A) In general.--The Commission may promulgate
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 submit
to Congress a report containing a list of the findings
supporting the basis of the rulemaking.''.
SEC. 3. CONFIDENTIAL REVIEW OF DRAFT REGISTRATION STATEMENTS.
Section 6(e) of the Securities Act of 1933 (15 U.S.C.
77f(e)) is amended--
(1) in the heading, by striking ``Emerging Growth
Companies'' and inserting ``Confidential Review of Draft
Registration Statements'';
(2) by redesignating paragraph (2) as paragraph (3); and
(3) by striking paragraph (1) and inserting the following:
``(1) In general.--Any issuer may, with respect to an
initial public offering, initial registration of a security
of the issuer under section 12(b) of the Securities Exchange
Act of 1934 (15 U.S.C. 78l(b)), or follow-on offering,
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--
``(A) in the case of an initial public offering, 10 days
before the effective date of such registration statement;
``(B) in the case of an initial registration of a security
of the issuer under such section 12(b), 10 days before
listing on an exchange; or
``(C) in the case of any offering after an initial public
offering or an initial registration under such section 12(b),
48 hours before the effective date of such registration
statement.
``(2) Additional requirements.--
``(A) In general.--The Commission may promulgate
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 submit
to Congress a report containing a list of the findings
supporting the basis of the rulemaking.''.
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 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 today in support of my bill, H.R. 3381, the
Encouraging Public Offerings Act.
This legislation builds on the success of the JOBS Act by making it
easier for companies of all sizes to go public while maintaining the
transparency and investor protections our markets depend on.
H.R. 3381 allows any company, not just emerging growth companies, to
test the waters by gauging investor interest before or after filing
with the SEC. It also ensures that an issuer can submit a confidential
draft registration statement before making it public, giving companies
more flexibility and clarity as they prepare to go public.
These tools, Mr. Speaker, testing the waters and confidential
filings, have proven valuable since the JOBS Act, especially for
smaller companies navigating the complexities of going public. My bill
makes them available to all issuers with consistent timelines tied to
when a registration statement becomes effective, not when a road show
begins.
This bill is about giving growing businesses the confidence to enter
the public markets and helping them reach new investors, expand
operations, and create jobs across our country.
I thank my colleagues on both sides of the aisle and my Democratic
cosponsor, Mr. Meeks, for supporting these efforts to modernize our
capital markets.
Mr. Speaker, I urge all Members to support this bipartisan bill, 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 today in support of H.R. 3381, the Encouraging
Public Offerings Act of 2025, sponsored by the chair of the relevant
subcommittee, the Capital Markets Subcommittee, that being the
gentlewoman from Missouri (Mrs. Wagner). I commend her for her bill and
her work in general on these issues.
This bill codifies an SEC rule that allows any issuer to submit a
confidential draft of the registration statement for review by the SEC
staff. In doing so, it allows companies seeking to access public
markets more time to carefully draft their registration statements
under SEC's guidance without needing to worry about the contents of
their registration statement being made public before they have had a
chance to cross all their t's and dot all their i's.
Mrs. Wagner's bill also codifies a 2019 SEC rulemaking that allows
any issuer to test the waters before going public, which would allow
any issuer to gauge institutional investor interest in their offering
without first needing to file a registration statement with the SEC.
Overall, this makes it easier for companies to access our capital
markets and to go public.
I urge my colleagues to support this bill. I think it is important
that we encourage companies to go public both so that they can get the
capital they need to expand their business and so that any person has a
chance to invest in these businesses and diversify their own portfolio.
Mr. Speaker, I urge my colleagues to vote ``yes'' on this bill, and I
reserve the balance of my time.
Mrs. WAGNER. Mr. Speaker, I am prepared to close, and I reserve the
balance of my time.
Mr. SHERMAN. Mr. Speaker, I yield myself the balance of my time.
I urge my colleagues to vote ``yes'' on H.R. 3381, the Encouraging
Public Offerings Act of 2025 sponsored by the chair of our
subcommittee, the gentlewoman from Missouri (Mrs. Wagner), which would
allow issuers to take advantage of confidential draft registration
statements that are currently available only to EGCs. It also makes it
easier for companies to have access to capital by giving them the
ability to gauge interest from institutional investors without added
regulatory requirements of registration.
Mr. Speaker, I ask my colleagues to support this bill, and I yield
back the balance of my time.
Mrs. WAGNER. Mr. Speaker, I yield myself the balance of my time.
In closing, the Encouraging Public Offerings Act is about giving
growing businesses the confidence to enter the public markets and
helping them reach new investors, expand operations, and create jobs
across the country.
I ask my colleagues to support my bill, H.R. 3381, and I yield back
the balance of my time.
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. 3381, as amended.
The question was taken; and (two-thirds being in the affirmative) the
rules were suspended and the bill, as amended, was passed.
A motion to reconsider was laid on the table.
____________________