What are the requirements of U.S. Securities & Exchange Commission Rule 15c2-12 (“the Rule”)?
The Rule requires non-exempt municipal debt issuers to file certain financial information, including audited financials, as well as prompt notice of specified events, on MSRB’s EMMA system located at www.emma.msrb.org.
Which municipal debt issuers must comply with the annual reporting aspect of the Rule?
Any municipal issuer that has issued at least one debt offering in the par amount of $1 million or more after July 3, 1995, or any municipal issuer that has undertaken to disclose certain information in its offering document.
Which municipal debt issuers must comply with the event notification aspect of the Rule?
Any municipal issuers that have issued debt offerings after July 3, 1995.
Are there any exceptions or exemptions to the Rule?
Continuing disclosure is generally not required for an issue if the entire issue is less than $1 million, among others. For a copy of the Rule, please go to www.sec.gov.
How often is the issuer required to submit financial information?
Issuers must file financial information annually and update the required information generally within 6 to 9 months of their fiscal year end. Filings are required for as long as the bonds remain outstanding.
When is the issuer required to file notice of a specified event?
As of December 1, 2010, the issuer must give notice within 10 business days after the occurrence of the event.
What happens if the issuer doesn’t file?
The underwriter is prohibited from buying the issuers bonds until the issuer is in full compliance with the Rule. Repeat violations under the Rule can limit access to the municipal markets.