H.R. 3959

119th CONGRESS 1st Session

To except quotations of fixed-income securities from certain regulatory requirements, and for other purposes.

IN THE HOUSE OF REPRESENTATIVES · June 12, 2025 · Sponsor: Mr. Downing · Committee: Committee on Financial Services

Table of contents

• H.R. 3959
  • SEC. 1. Short title
  • SEC. 2. Findings
  • SEC. 3. Exception relating to quotations of fixed-income securities

SEC. 1. Short title

• This Act may be cited as the Protecting Private Job Creators Act.

SEC. 2. Findings

• Congress finds the following:
  • On September 16, 2020, the Securities and Exchange Commission adopted a final rule amending Rule 15c2–11 under the Securities Exchange Act of 1934 () which addresses disclosures in the OTC markets and imposes requirements upon broker-dealers who publish quotations in such markets. 15 U.S.C. 78a et seq.
  • Rule 15c2–11 was promulgated in 1971, and has generally been understood to apply to OTC equity markets since that time.
  • The amendments to Rule 15c2–11 were based on the economic analysis of OTC equity markets.
  • The fixed-income markets are different in structure and function than OTC equity markets.
  • The fixed-income markets are critical to the ability of thousands of businesses’ ability to raise capital.
  • Rule 144A requires that issuers make their financial and operational information available to qualified institutional buyers upon request.
  • Following No-Action Letters issued on September 24, 2021, and December 16, 2021, the Securities and Exchange Commission indicated that it would apply Rule 15c2–11 to fixed-income markets in a manner that made significant changes to long-standing regulatory requirements, without a rulemaking process, without analysis of the costs and benefits of the action, and without regard for the input of the public. According to a subsequent No-Action Letter, which was issued on November 30, 2022, the Securities and Exchange Commission will apply Rule 15c2–11 to fixed-income securities sold pursuant to Rule 144A after no-action relief expired on January 4, 2025.
  • On October 30, 2023, the Securities and Exchange Commission exempted fixed-income securities sold pursuant to Rule 144A from Rule 15c2–11 compliance, finding doing so is . appropriate in the public interest, and consistent with the protection of investors
  • On November 22, 2024, the Securities and Exchange Commission granted exemptive relief from Rule 15c2–11 compliance to all fixed-incomes securities that meet certain criteria.

SEC. 3. Exception relating to quotations of fixed-income securities

• (a) In general
  • Section 240.15c2–11 of title 17, Code of Federal Regulations, shall not apply with respect to quotations of fixed-income securities.
• (b) Fixed-Income security defined
  • In this section, the term fixed-income security means—
    • any note, bond, debenture, certificate of deposit for a security, certificate of deposit, asset-backed security, or any other evidence of indebtedness; and
    • any security described under paragraph (1) that is convertible, with or without consideration, into any equity security or carrying any warrant or right to subscribe to or purchase any equity security.