The SEC recently proposed amendments to Rule 163(c) under the Securities Act of 1933 that should facilitate greater access to capital by well-known seasoned issuers ("WKSIs"), particularly in the context of pre-marketed transactions. Subject to a number of conditions described below, the proposed amendments would permit underwriters or dealers, acting on behalf of a WKSI, to offer securities prior to the filing of a registration statement without violating the gun-jumping provisions of the Securities Act. Under current Rule 163, WKSIs, but not underwriters or dealers, are permitted to communicate directly with potential investors before a registration statement has been filed.
