That’s the headline on the press release that hit the wire this morning. Of course, if you follow blogmosaic (or if you use Knowledge Mosaic), you already knew all about our new PPMs database, No-Action Letters Advance Search, and friendlier navigation. Today, the rest of the world catches up. Read the press release here.
Nor can it help you make a great martini, rule your fantasy football league, or improve your dental hygiene.
Still, the range of things you can do with it is vast. Below are some (hypothetical) examples.
“I am looking for examples of 144A offerings that include an Exchange Offer.”
“I am looking for examples of PPMs in which there is an option for underwriters to purchase additional shares.”
“I want to see examples of issuers looking to raise money for crowdfunding portals through Regulation D offerings”
“I want to see Risk Factors in PPMs that mention the volatility of floating rate notes based on LIBOR.”
“My client is a non-profit 501(c)(3) entity seeking to raise money for its efforts on the private market. I would like to find private offerings by similar organizations.”
“I need examples of Reg D offerings by Texas-based companies looking to acquire mineral rights.”
“I’m looking for a PPM by a company in which Mark Cuban was a major investor.”
“I am looking for private offerings under Rule 144A in which companies are issuing debt securities in order to raise money to repay debts.”
If you’re a Knowledge Mosaic subscriber, access the PPMs search page here.
To learn more, contact us at KMSupport@lexisnexis.com
It’s official: on Monday, you’ll notice three exciting new things on the Knowledge Mosaic website:
- A new search page of Private Placement Memoranda, including 144A documents. Over 10,000 offering documents will be available when we release; we’ll have double that amount by the end of the year.
- A new Advanced Search page on No-Action Letters. Nearly 70,000 No-Action Letters going back over 40 years.
- A new navigation bar. Okay, maybe not quite so exciting. But we think you’ll find the new navigation more user-friendly, with content easier to find and the bar itself easier to use.
If you’d like a detailed sneak preview of the new stuff, you can see a 12-minute tutorial video here.
As anticipated, today the SEC adopted amendments to its money market mutual fund rules. Although the adopting release and text of the new rules has yet to be published, the SEC’s press release summarizing the new rules notes that the new rules will:
- Require a floating net asset value (“NAV”) for institutional prime money market funds;
- Provide non-government money market fund boards with the ability to impose fees and redemption gates to address possible investor runs;
- Include enhanced diversification, disclosure and stress testing requirements, as well as updated reporting by money market funds and private funds that operate like money market funds;
- Provide a two-year transition period.
Concurrent with the adoption of the new rules, the SEC proposed exemptions from certain confirmation requirements for transactions effected in shares of floating NAV money market funds. Additionally, the SEC re-proposed amendments to the Commission’s money market fund rules and Form N-MFP to address provisions that reference credit ratings. The re-proposed amendments would implement section 939A of the Dodd-Frank Act, which requires the Commission to review its rules that use credit ratings as an assessment of credit-worthiness, and replace those credit-rating references with other appropriate standards.
The rule amendments will be effective 60 days after their publication in the Federal Register, and the re-proposal will have a 60-day public comment period following its publication in the Federal Register.
To address the tax reporting and compliance issues which may result from the SEC’s floating NAV requirement, the Treasury Department issued proposed new guidance that would allow money market fund investors to use a simplified tax accounting method for determining gains and losses, which will eliminate the need to track individual purchase and sale transactions for tax reporting purposes. It has also released a new revenue procedure that provides relief from the “wash sale” rules for any losses on shares of a floating NAV money market fund. Although the Treasury Department guidance is proposed and not final, shareholders in floating NAV money market funds can rely on these proposed regulations and may begin using the simplified method. Read the Treasury Department Press Release.
About a year ago we added over 62,000 SEC No-Action Letters to our database (including this odd one), increasing our collection by over tenfold — and blowing away many of our competitors in the process. Today we announce the upcoming addition of a dedicated, Advanced Search page on No-Action Letters that is worthy of such a prodigious collection.
The new No-Action Letters page is fully text searchable and has search filters for:
- The requesting company,
- The subject category assigned to the letter by SEC (e.g., Regulation S-X, Investment Advisers Act of 1940),
- The SEC Division that handles the request (Division of Corporation Finance, etc.),
- The SEC’s stated position (you can include only letters in which the SEC is “unable to concur” with the request), and
- Shareholder proposal-related letters (you can include or exclude requests related to Exchange Act Rule 14a-8).
The new page is perfect if you’re looking specifically and exclusively for No-Action Letter guidance. If you’re interested in seeing any and all SEC guidance on a particular issue – that is, in cross-searching across various guidance materials including No-Action Letters, C&DI, telephone interpretations, FAQs, etc. — you’ll continue to be able to do that on Knowledge Mosaic, as you can today.
A little later this month, we’ll be releasing some great new enhancements to Knowledge Mosaic — you can read about them here — but the headliner has to be the long-awaited and much-requested addition of Private Placement Memoranda, including offering documents under Rule 144A. We’re excited to finally being able to offer this elusive and high-value content, which customers have been asking us about for years.
Here are some quick facts about our collection:
- It includes both global and domestic offerings of both debt and equity securities.
- Most offerings are exempt from SEC registration under either Regulation S, Regulation D, and/or Rule 144A.
- When we first release, we’ll have several thousand offering documents going back to 2011.
- By the fall, our collection should be approaching 20,000 documents, with coverage back to 2005.
- The collection will grow as we regularly update our database with new documents.
- Documents will be fully text searchable.
- Users will be able to filter by exemption type, security type, currency type, and party information, including issuer and law firm.
Questions: Contact us at email@example.com or 1.866-650-3600 during regular business hours.
Happy Fourth of July!
Two weeks ago, SEC Chair Mary Jo White announced plans aimed at improving the structure of U.S. equities markets. She discussed her proposals for promoting market stability and fairness, enhancing market transparency and disclosures, and building more effective markets for smaller companies. On Friday, she turned her attention to the fixed income markets.
White notes that in contrast to the equity markets, where many have voiced the concern that technology and competition have gone too far, investors in the fixed income markets have yet to experience the transformative power of technology.
In the fixed income markets, White fears, technology is being used simply to make the existing decentralized method of trading more efficient for market intermediaries without achieving more widespread benefits for investors. Those benefits include the broad availability of pre-trade pricing information, lower search costs, and greater price competition.
To remedy that concern, and to help assure that investors receive the best prices reasonably available, the SEC is working with the Municipal Securities Rulemaking Board to finalize a best execution rule for the municipal securities market. The Commission is also working with the MSRB and the Financial Industry Regulatory Authority to provide practical guidance on how brokers might effectively achieve best execution.
In addition, the SEC is working with FINRA and the MSRB in their efforts to develop rules by the end of this year regarding disclosure of markups in “riskless principal” transactions for both corporate and municipal bonds.
View the full text of White’s speech here.