[House Report 118-90]
[From the U.S. Government Publishing Office]


118th Congress   }                                      {       Report
                        HOUSE OF REPRESENTATIVES
 1st Session     }                                      {       118-90

======================================================================



 
                ENCOURAGING PUBLIC OFFERINGS ACT OF 2023

                                _______
                                

  June 5, 2023.--Committed to the Committee of the Whole House on the 
              State of the Union and ordered to be printed

                                _______
                                

 Mr. McHenry, from the Committee on Financial Services, submitted the 
                               following

                              R E P O R T

                        [To accompany H.R. 2793]

      [Including cost estimate of the Congressional Budget Office]

    The Committee on Financial Services, to whom was referred 
the bill (H.R. 2793) 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, having 
considered the same, reports favorably thereon with an 
amendment and recommends that the bill as amended do pass.
    The amendment is as follows:
  Strike all after the enacting clause and insert the 
following:

SECTION 1. SHORT TITLE.

  This Act may be cited as the ``Encouraging Public Offerings Act of 
2023''.

SEC. 2. EXPANDING TESTING THE WATERS AND CONFIDENTIAL SUBMISSIONS.

  The Securities Act of 1933 (15 U.S.C. 77a et seq.) is amended--
          (1) in section 5(d) (15 U.S.C. 77e(d))--
                  (A) by striking ``Notwithstanding'' and inserting the 
                following:
          ``(1) In general.--Notwithstanding'';
                  (B) 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
                  (C) by adding at the end the following:
          ``(2) Additional requirements.--
                  ``(A) Regulations.--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.''; and
          (2) in section 6(e) (15 U.S.C. 77f(e))--
                  (A) in the heading, by striking ``Emerging Growth 
                Companies'' and inserting ``Draft Registration 
                Statements'';
                  (B) by redesignating paragraph (2) as paragraph (4); 
                and
                  (C) by striking paragraph (1) and inserting the 
                following:
          ``(1) Prior to initial public offering.--Any issuer, prior to 
        its initial public offering date, may 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 15 days before the date on which the 
        issuer conducts a road show, as defined in section 230.433(h) 
        of title 17, Code of Federal Regulations, or, in the absence of 
        a road show, at least 15 days prior to the requested effective 
        date of the registration statement.
          ``(2) Within 1 year after initial public offering or exchange 
        registration.--Any issuer, within the 1-year period following 
        its initial public offering or its registration of a security 
        under section 12(b) of the Securities Exchange Act of 1934 (15 
        U.S.C. 78l(b)), may 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 15 days before the date on which the issuer conducts a 
        road show, as defined in section 230.433(h) of title 17, Code 
        of Federal Regulations, or, in the absence of a road show, at 
        least 15 days prior to the requested effective date of the 
        registration statement.
          ``(3) Additional requirements.--
                  ``(A) Regulations.--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.''.

                          Purpose and Summary

    Introduced on April 20, 2023, by Representative Ann Wagner, 
H.R. 2793, the Encouraging Public Offerings Act 2023, would 
codify Rule 163B under the Securities Act by allowing an issuer 
to communicate with potential investors to determine interest 
in a securities offering, either before or after the filing of 
a registration statement (i.e. test the waters). The bill would 
also allow issuers to submit confidential draft registration 
statements to the Securities and Exchange Commission (SEC) for 
review prior to public filing. In such instances, an issuer 
would need to file its registration statement publicly 10 days 
before the effective date of the registration statement when 
conducting an IPO, 10 days before listing on an exchange for an 
initial registration of a security under Section 12(b) of the 
Exchange Act, and 48 hours before the effective date of the 
registration statement for a follow-on offering.

                  Background and Need for Legislation

    During its IPO, an emerging growth company (EGC) is 
permitted to begin SEC registration on a confidential basis if 
the EGC publicly files its previously confidential registration 
statement at least 15 days before conducting a road show--or 15 
days before the date of effectiveness if not conducting a road 
show. This provision is intended to facilitate public review of 
the registration statement between the first public filing and 
the IPO. However, experience has shown that 10 days is more 
than ample time for that purpose. Moreover, the application of 
the current requirement can sometimes be unclear based on 
uncertainty surrounding the definition of a road show.
    As such, H.R. 2793 will enhance efficiency and provide 
greater certainty by reducing the minimum time between the 
first public filing and pricing and referring to the date of 
effectiveness rather than the date of a road show, which is 
sometimes unclear. The bill will also facilitate capital 
formation and conform practices for EGCs and non-EGCs, which 
maintains consistency in the registration process.
    H.R. 2793 will encourage more companies to go public and 
provide better information to investors by expanding popular 
provisions of the JOBS Act to ensure that all companies--rather 
than just EGCs--may submit confidential draft registration 
statements to the SEC and are allowed to ``test the waters.''

                                Hearing

    The Subcommittee on Capital Markets of the Committee on 
Financial Services held a hearing examining matters relating to 
H.R. 2793 on March 9, 2023.

                        Committee Consideration

    The Committee on Financial Services met in open session on 
April 26, 2023, and ordered H.R. 2793 to be reported favorably 
to the House as amended by a recorded vote of 39 ayes to 1 nays 
(Record vote no. FC-39), a quorum being present. Before the 
question was called to order the bill favorably reported, the 
Committee adopted an amendment in the nature of a substitute 
offered by Mrs. Wagner by voice vote.

                            Committee Votes

    Clause 2(b) of rule XIII of the Rules of the House of 
Representatives requires the Committee to list the record votes 
on the order to report legislation and amendments thereto. H.R. 
2793 was ordered reported favorably to the House as amended by 
a recorded vote of 39 ayes to 1 nays (Record vote no. FC-39), a 
quorum being present.


                      Committee Oversight Findings

    Pursuant to clause 3(c) of rule XIII of the Rules of the 
House of Representatives, the findings and recommendations of 
the Committee based on oversight activities under clause 
2(b)(1) of rule X of the Rules of the House of Representatives, 
are incorporated in the descriptive portions of this report.

                    Performance Goals and Objectives

    Pursuant to clause 3(c)(4) of rule XIII of the Rules of the 
House of Representatives, the goal of H.R. 2793 is to encourage 
more companies to go public and provide better information to 
investors by expanding popular provisions of the JOBS Act to 
ensure that all companies--rather than just EGCs--may submit 
confidential draft registration statements to the SEC and are 
allowed to ``test the waters.''

   New Budget Authority, Entitlement Authority, and Tax Expenditures

    In compliance with clause 3(c)(2) of rule XIII of the Rules 
of the House of Representatives, the Committee adopts as its 
own the estimate of new budget authority, entitlement 
authority, or tax expenditures or revenues contained in the 
cost estimate prepared by the Director of the Congressional 
Budget Office pursuant to section 402 of the Congressional 
Budget Act of 1973.

                 Congressional Budget Office Estimates

    Pursuant to clause 3(c)(3) of rule XIII of the Rules of the 
House of Representatives, the following is the cost estimate 
provided by the Congressional Budget Office pursuant to section 
402 of the Congressional Budget Act of 1974:




    H.R. 2793 would codify two practices currently authorized 
by the Securities and Exchange Commission (SEC) under existing 
policy:
           Allowing issuers of securities to 
        communicate with certain investors to gauge interest in 
        potential offerings, and
           Permitting issuers to submit draft 
        registration statements to the SEC for review prior to 
        or for up to one year after their initial public 
        offerings.
    In the event of any further rulemakings related to those 
practices, H.R. 2793 would require the commission to report to 
the Congress to justify those rulemakings.
    Because the SEC already allows such practices under current 
policy, CBO estimates that it would cost an insignificant 
amount for the agency to justify any further rulemakings to the 
Congress. However, because the SEC is authorized to collect 
fees each year to offset its annual appropriation, CBO expects 
that the net effect on discretionary spending over the 2023-
2028 period would be negligible, assuming appropriation actions 
consistent with that authority.
    If the SEC increases fees to offset the costs associated 
with implementing the bill, H.R. 2793 would increase the cost 
of an existing mandate on private entities required to pay 
those assessments. CBO estimates that the incremental cost of 
that mandate would be small and fall below the annual threshold 
established in the Unfunded Mandates Reform Act (UMRA) for 
private-sector mandates ($198 million in 2023, adjusted 
annually for inflation).
    H.R. 2793 contains no intergovernmental mandates as defined 
in UMRA.
    The CBO staff contacts for this estimate are David Hughes 
(for federal costs) and Rachel Austin (for mandates). The 
estimate was reviewed by Ann E. Futrell, Senior Adviser for 
Budget Analysis.

                                         Phillip L. Swagel,
                             Director, Congressional Budget Office.

                       Federal Mandates Statement

    This information is provided in accordance with section 423 
of the Unfunded Mandates Reform Act of 1995.
    Per the estimate from CBO, H.R. 2793 could increase the 
cost of an existing mandate on private entities if the SEC 
increased costs to implement the bill. However, this increase 
would still fall below the annual threshold for private-sector 
mandates as defined in the Unfunded Mandates Reform Act.
    The Committee has determined that the bill does not impose 
a Federal intergovernmental mandate on State, local, or tribal 
governments.

                      Advisory Committee Statement

    No advisory committees within the meaning of section 5(b) 
of the Federal Advisory Committee Act were created by this 
legislation.

                  Applicability to Legislative Branch

    The Committee finds that the legislation does not relate to 
the terms and conditions of employment or access to public 
services or accommodations within the meaning of section 
102(b)(3) of the Congressional Accountability Act.

                         Earmark Identification

    With respect to clause 9 of rule XXI of the Rules of the 
House of Representatives, the Committee has carefully reviewed 
the provisions of the bill and states that the provisions of 
the bill do not contain any congressional earmarks, limited tax 
benefits, or limited tariff benefits within the meaning of the 
rule.

                    Duplication of Federal Programs

    In compliance with clause 3(c)(5) of rule XIII of the Rules 
of the House of Representatives, the Committee states that no 
provision of the bill establishes or reauthorizes a program of 
the Federal Government known to be duplicative of another 
Federal program, including any program that was included in a 
report to Congress pursuant to section 21 of the Public Law 
111-139 or the most recent Catalog of Federal Domestic 
Assistance.

             Section-by-Section Analysis of the Legislation


Section 1. Short title

    This section cites H.R. 2793 as the ``Encouraging Public 
Offerings Act of 2023''.

Section 2. Expanding testing the waters

    This section amends the Securities Act of 1933 to allow any 
issuer to communicate with potential investors to determine 
interest in a securities offering, either before or after the 
filing of a registration statement (i.e. test the waters). This 
section also allows the SEC to promulgate rules regarding 
written or oral communications by an issuer other than an 
emerging growth company as the SEC determine appropriate. 
However, prior to such rulemaking the SEC must submit to 
Congress a report containing a list of findings supporting the 
basis of the rulemaking.

Section 3. Confidential review of draft registration statements

    This section allows issuers to submit confidential draft 
registration statements with respect to an initial public 
offering, initial registration of a security of the issuer 
under Section 12(b) of the Exchange Act of 1934, or follow-on 
offerings to the Securities and Exchange Commission (SEC) for 
review prior to public filing. In such instances, this section 
also requires the issuer to file its registration statement 
publicly 10 days before the effective date of the registration 
statement when conducting an IPO, 10 days before listing on an 
exchange for an initial registration of a security under 
Section 12(b) of the Exchange Act, and 48 hours before the 
effective date of the registration statement for a follow-on 
offering. This section also allows the SEC to promulgate rules 
regarding confidential submissions by an issuer other than an 
emerging growth company as the SEC determine appropriate. 
However, prior to such rulemaking the SEC must submit to 
Congress a report containing a list of findings supporting the 
basis of the rulemaking.

         Changes in Existing Law Made by the Bill, as Reported

    In compliance with clause 3(e) of rule XIII of the Rules of 
the House of Representatives, changes in existing law made by 
the bill, as reported, are shown below, as prepared by the 
Office of Legislative Counsel.

         Changes in Existing Law Made by the Bill, as Reported

  In compliance with clause 3(e) of rule XIII of the Rules of 
the House of Representatives, changes in existing law made by 
the bill, as reported, are shown as follows (existing law 
proposed to be omitted is enclosed in black brackets, new 
matter is printed in italics, and existing law in which no 
change is proposed is shown in roman):

                         SECURITIES ACT OF 1933

TITLE I--

           *       *       *       *       *       *       *


       prohibitions relating to interstate commerce and the mails

  Sec. 5. (a) Unless a registration statement is in effect as 
to a security, it shall be unlawful for any person, directly or 
indirectly--
          (1) to make use of any means or instruments of 
        transportation or communication in interstate commerce 
        or of the mails to sell such security through the use 
        or medium of any prospectus or otherwise; or
          (2) to carry or cause to be carried through the mails 
        or in interstate commerce, by any means or instruments 
        of transportation, any such security for the purpose of 
        sale or for delivery after sale.
  (b) It shall be unlawful for any person, directly or 
indirectly--
          (1) to make use of any means or instruments of 
        transportation or communication in interstate commerce 
        or of the mails to carry or transmit any prospectus 
        relating to any security with respect to which a 
        registration statement has been filed under this title, 
        unless such prospectus meets the requirements of 
        section 10; or
          (2) to carry or cause to be carried through the mails 
        or in interstate commerce any such security for the 
        purpose of sale or for delivery after sale, unless 
        accompanied or preceded by a prospectus that meets the 
        requirements of subsection (a) of section 10.
  (c) It shall be unlawful for any person, directly or 
indirectly, to make use of any means or instruments of 
transportation or communication in interstate commerce or of 
the mails to offer to sell or offer to buy through the use or 
medium of any prospectus or otherwise any security, unless a 
registration statement has been filed as to such security, or 
while the registration statement is the subject of a refusal 
order or stop order or (prior to the effective date of the 
registration statement) any public proceeding or examination 
under section 8.
  (d) Limitation.--[Notwithstanding]
          (1) In general._Notwithstanding  any other provision 
        of this section, [an emerging growth company or any 
        person authorized to act on behalf of an emerging 
        growth company] an issuer or any person authorized to 
        act on behalf of an issuer may engage in oral or 
        written communications with potential investors that 
        are qualified institutional buyers or institutions that 
        are accredited investors, as such terms are 
        respectively defined in section 230.144A and section 
        230.501(a) of title 17, Code of Federal Regulations, or 
        any successor thereto, to determine whether such 
        investors might have an interest in a contemplated 
        securities offering, either prior to or following the 
        date of filing of a registration statement with respect 
        to such securities with the Commission, subject to the 
        requirement of subsection (b)(2).
          (2) Additional requirements.--
                  (A) Regulations.--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.
  (e) Notwithstanding the provisions of section 3 or 4, unless 
a registration statement meeting the requirements of section 
10(a) is in effect as to a security-based swap, it shall be 
unlawful for any person, directly or indirectly, to make use of 
any means or instruments of transportation or communication in 
interstate commerce or of the mails to offer to sell, offer to 
buy or purchase or sell a security-based swap to any person who 
is not an eligible contract participant as defined in section 
1a(18) of the Commodity Exchange Act (7 U.S.C. 1a(18)).

    registration of securities and signing of registration statement

  Sec. 6. (a) Any security may be registered with the 
Commission under the terms and conditions hereinafter provided, 
by filing a registration statement in triplicate, at least one 
of which shall be signed by each issuer, its principal 
executive officer or officers, its principal financial officer, 
its comptroller or principal accounting officer, and the 
majority of its board of directors or persons performing 
similar functions (or, if there is no board of directors or 
persons performing similar functions, by the majority of the 
persons or board having the power of management of the issuer), 
and in case the issuer is a foreign or Territorial person by 
its duly authorized representative in the United States; except 
that when such registration statement relates to a security 
issued by a foreign government, or political subdivision 
thereof, it need be signed only by the underwriter of such 
security. Signatures of all such persons when written on the 
said registration statements shall be presumed to have been so 
written by authority of the person whose signature is so 
affixed and the burden of proof, in the event such authority 
shall be denied, shall be upon the party denying the same. The 
affixing of any signature without the authority of the 
purported signer shall constitute a violation of this title. A 
registration statement shall be deemed effective only as to the 
securities specified therein as proposed to be offered.
  (b) Registration Fee.--
          (1) Fee payment required.--At the time of filing a 
        registration statement, the applicant shall pay to the 
        Commission a fee at a rate that shall be equal to $92 
        per $1,000,000 of the maximum aggregate price at which 
        such securities are proposed to be offered, except that 
        during fiscal year 2003 and any succeeding fiscal year 
        such fee shall be adjusted pursuant to paragraph (2).
          (2) Annual adjustment.--For each fiscal year, the 
        Commission shall by order adjust the rate required by 
        paragraph (1) for such fiscal year to a rate that, when 
        applied to the baseline estimate of the aggregate 
        maximum offering prices for such fiscal year, is 
        reasonably likely to produce aggregate fee collections 
        under this subsection that are equal to the target fee 
        collection amount for such fiscal year.
          (3) Pro rata application.--The rates per $1,000,000 
        required by this subsection shall be applied pro rata 
        to amounts and balances of less than $1,000,000.
          (4) Review and effective date.--In exercising its 
        authority under this subsection, the Commission shall 
        not be required to comply with the provisions of 
        section 553 of title 5, United States Code. An adjusted 
        rate prescribed under paragraph (2) and published under 
        paragraph (5) shall not be subject to judicial review. 
        An adjusted rate prescribed under paragraph (2) shall 
        take effect on the first day of the fiscal year to 
        which such rate applies.
          (5) Publication.--The Commission shall publish in the 
        Federal Register notices of the rate applicable under 
        this subsection and under sections 13(e) and 14(g) for 
        each fiscal year not later than August 31 of the fiscal 
        year preceding the fiscal year to which such rate 
        applies, together with any estimates or projections on 
        which such rate is based.
          (6) Definitions.--For purposes of this subsection:
                  (A) Target offsetting collection amount.--The 
                target fee collection amount for each fiscal 
                year is determined according to the following 
                table:

                                                              Target fee
  Fiscal year:                                         collection amount
2002....................................................   $377,000,000 
2003....................................................   $435,000,000 
2004....................................................   $467,000,000 
2005....................................................   $570,000,000 
2006....................................................   $689,000,000 
2007....................................................   $214,000,000 
2008....................................................   $234,000,000 
2009....................................................   $284,000,000 
2010....................................................   $334,000,000 
2011....................................................   $394,000,000 
2012....................................................   $425,000,000 
2013....................................................   $455,000,000 
2014....................................................   $485,000,000 
2015....................................................   $515,000,000 
2016....................................................   $550,000,000 
2017....................................................   $585,000,000 
2018....................................................   $620,000,000 
2019....................................................   $660,000,000 
2020....................................................   $705,000,000 
  2021 and each fiscAn amount that is equal to the target fee collection 
                    amount for the prior fiscal year, adjusted by the 
                    rate of inflation.

                  (B) Baseline estimate of the aggregate 
                maximum offering prices.--The baseline estimate 
                of the aggregate maximum offering prices for 
                any fiscal year is the baseline estimate of the 
                aggregate maximum offering price at which 
                securities are proposed to be offered pursuant 
                to registration statements filed with the 
                Commission during such fiscal year as 
                determined by the Commission, after 
                consultation with the Congressional Budget 
                Office and the Office of Management and Budget, 
                using the methodology required for projections 
                pursuant to section 257 of the Balanced Budget 
                and Emergency Deficit Control Act of 1985.
  (c) The filing with the Commission of a registration 
statement, or of an amendment to a registration statement, 
shall be deemed to have taken place upon the receipt thereof, 
but the filing of a registration statement shall not be deemed 
to have taken place unless it is accompanied by a United States 
postal money order or a certified bank check or cash for the 
amount of the fee required under subsection (b).
  (d) The information contained in or filed with any 
registration statement shall be made available to the public 
under such regulations as the Commission may prescribe, and 
copies thereof, photostatic or otherwise, shall be furnished to 
every applicant at such reasonable charge as the Commission may 
prescribe.
  (e)  [Emerging Growth Companies] Draft Registration 
Statements.--
          [(1) In general.--Any emerging growth company, prior 
        to its initial public offering date, may 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 15 days before the date on 
        which the issuer conducts a road show, as such term is 
        defined in section 230.433(h)(4) of title 17, Code of 
        Federal Regulations, or any successor thereto. An 
        issuer that was an emerging growth company at the time 
        it submitted a confidential registration statement or, 
        in lieu thereof, a publicly filed registration 
        statement for review under this subsection but ceases 
        to be an emerging growth company thereafter shall 
        continue to be treated as an emerging market growth 
        company for the purposes of this subsection through the 
        earlier of the date on which the issuer consummates its 
        initial public offering pursuant to such registrations 
        statement or the end of the 1-year period beginning on 
        the date the company ceases to be an emerging growth 
        company.]
          (1) Prior to initial public offering.--Any issuer, 
        prior to its initial public offering date, may 
        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 15 days before 
        the date on which the issuer conducts a road show, as 
        defined in section 230.433(h) of title 17, Code of 
        Federal Regulations, or, in the absence of a road show, 
        at least 15 days prior to the requested effective date 
        of the registration statement.
          (2) Within 1 year after initial public offering or 
        exchange registration.--Any issuer, within the 1-year 
        period following its initial public offering or its 
        registration of a security under section 12(b) of the 
        Securities Exchange Act of 1934 (15 U.S.C. 78l(b)), may 
        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 15 days before 
        the date on which the issuer conducts a road show, as 
        defined in section 230.433(h) of title 17, Code of 
        Federal Regulations, or, in the absence of a road show, 
        at least 15 days prior to the requested effective date 
        of the registration statement.
          (3) Additional requirements.--
                  (A) Regulations.--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.
          [(2)] (4) Confidentiality.--Notwithstanding any other 
        provision of this title, the Commission shall not be 
        compelled to disclose any information provided to or 
        obtained by the Commission pursuant to this subsection. 
        For purposes of section 552 of title 5, United States 
        Code, this subsection shall be considered a statute 
        described in subsection (b)(3)(B) of such section 552. 
        Information described in or obtained pursuant to this 
        subsection shall be deemed to constitute confidential 
        information for purposes of section 24(b)(2) of the 
        Securities Exchange Act of 1934.

           *       *       *       *       *       *       *


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