Series 82: 1.2.1.2.7. Research Reports Of Broker-Dealers Participating In An Issuer’s Distribution

1.2.1.2.7. Research Reports of Broker-Dealers Participating in an Issuer’s Distribution

Distributing research reports about the securities in an offering shall not be considered an offer, even if the broker-dealer is participating in the registered offering of the issuer’s securities, if any of the following are true.

For issuer-specific research reports. The issuer is a well-known seasoned issuer (WKSI) or seasoned issuer (has a public float of at least $75 million), is eligible to register on Form S-3, is offering investment-grade securities, and has filed all periodic reports required during the preceding 12 months, or the issuer is a large foreign private issuer. A similar exemption applies if the issuer is a mutual fund or other investment comp