FirstSouthwest Continuing Disclosure Services works closely with individual municipal clients to assist them in meeting the disclosure requirements set forth in U.S. Securities and Exchange Commission Rule 15c2-12.

Proactive Expertise
Our goal is that each of our municipal clients is able to maintain ready, low-cost access to the capital markets. In fact, we are one of the only financial advisory firms in the United States with a dedicated disclosure services practice, enabling our professionals to solely focus on the disclosure needs of our individual municipal clients.

While most other disclosure services firms simply notify municipalities of pending filing dates, our professionals work closely with clients to help them prepare and file the appropriate reports. This unique approach saves our clients both time and resources while helping them remain in compliance with Rule 15c2-12.

Turn-Key Continuing Disclosure Services
In order to reduce the amount of time our municipal clients spend on fulfilling often complex continuing disclosure requirements, our dedicated continuing disclosure services practice provides seamless turn-key continuing disclosure services, including:

• Carefully reviewing past continuing disclosure filings and obligations
• Advising on issuer continuing disclosure undertakings
• Thoroughly monitoring for certain material events that may require the filing of notices
• Comprehensively preparing and filing material events notices
• Comprehensively preparing and filing annual reports
• Sending semi-annual material events questionnaires

Proprietary Software
Our dedicated continuing disclosure services team utilizes a proprietary software system that reduces the likelihood of non-compliance with SEC Rule 15c2-12. Key features of our system include:

• Ongoing maintenance of issuer compliance status
• Automatic tracking of issuers’ annual filing requirements and associated deadlines
• Notification of material events, such as rating changes and refunded bond issues
• Ongoing monitoring of filing requirements and deadlines for conduit issuers and their obligated members

Staying Current
Because we have a dedicated continuing disclosure services practice, our continuing disclosure services professionals closely monitor changing or potentially changing industry requirements that may impact our municipal clients. We help our clients maintain an ongoing awareness of these potential changes and their possible impact.

To learn more about our capabilties, contact us today.

What are the requirements of U.S. Securities and Exchange Commission Rule 15c2-12 (the Rule)?
The Rule requires non-exempt municipal debt issuers to provide certain financial information, including audited financials as well as prompt notice of specified material events to a single national repository hosted by the Municipal Securities Rulemaking Board (MSRB). This is the Electronic Municipal Market Access system (EMMA), 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 more than $1,000,000 in outstanding debt and has issued at least one debt offering in the par amount of $1,000,000 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 material 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?
Yes, there are several. For a copy of the Rule, please go to www.sec.gov, or contact Julie James at 214.953.8701.

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 as long as the bonds remain outstanding.

When is the issuer required to file notice of a specified material event?
Currently, the issuer must give notice in a timely manner. As of December 1, 2010, the issuer must give notice within 10 business days after the occurence of the event.

What happens if the issuer doesn’t file?
The underwriter is prohibited from buying the issuer’s bonds until the issuer is in full compliance with the Rule. Repeat violations under the Rule can limit access to the capital markets.

Who is the current NRMSIR?
The MSRB via the EMMA system.
 

Amendments to SEC Rule 15c2-12

Disclosure has become even more critical in this ever-changing regulatory environment. As an industry leader, FirstSouthwest is committed and prepared to assist our disclosure clients with their continuing disclosure requirements. On May 26, 2010, the Securities Exchange Commission (“SEC”) amended SEC Rule 15c2-12 (the “Rule”). To keep our clients abreast of today’s changing regulatory landscape, FirstSouthwest has prepared the following summary of the amendments.

The amendments include changes to continuing disclosure requirements for municipal bond issuers and underwriters, including:

• Greater penalty for a pattern of non-compliance
• Expanded and clarified material event filings and establishment of a 10-day deadline on filings
• Voluntarily shortening from 180 days to 120 days the length of time to file annual reports

Click here to download the full text of the SEC Rule amendments.

Summary of Amendments

The following Rule amendments will apply to primary offerings that occur on or after December 1, 2010.

Regulations are more stringent.
The Rule and interpretations under the antifraud provisions of the federal securities laws prohibit underwriters from buying an issuer’s bonds if said issuer does not fulfill their continuing disclosure obligation. The SEC has reaffirmed underwriters’ responsibilities to have a reasonable basis for recommending any municipal securities. The amendment further states that it is very difficult for an underwriter to reasonably recommend a security of an issuer that has a history of persistent non-compliance.

All notices of events must be disclosed within 10 business days after occurrence of the event.
Prior to the amendments, the Rule required notices to be filed “in a timely manner,” and did not specify a specific deadline. The materiality determination was removed for certain events. Prior to the new amendments, notices of events were required to be filed with the appropriate repositories, if deemed material. The new Rule now requires notice of the following events to be filed, regardless of materiality:

• Failure to pay principal and interest
• Unscheduled payments out of debt service reserves, reflecting financial difficulties
• Unscheduled draws on credit enhancements, reflecting financial difficulties
• Substitution of credit or liquidity providers or their failure to perform
• Adverse tax opinions
• Defeasances
• Rating changes

The materiality determination will be retained for the following events:

• Non-payment related defaults
• Modifications to rights of security holders
• Bond calls
• Release, substitution or sale of property securing repayment of the securities

New events have been added.
Under the new Rule, the following new events have been added. The issuance by the IRS of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the securities

• Tender offers
• Bankruptcy, insolvency, receivership or similar proceeding
• Mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the obligated person or their termination, if material
• Appointment of a successor or additional trustee or the change of the name of a trustee, if material

The Rule has been expanded to include additional types of municipal securities.
Variable Rate Demand Obligations (“VRDOs”) previously were exempt from continuing disclosure requirements. As of December 1, 2010, all new VRDO primary offerings will be subject to the disclosure provisions of the Rule, as amended.
 

Additional Proposals

In addition to the Rule changes, the SEC has approved the following proposals to become effective within the next year.

Secondary market disclosure information.
Underwriters shall indicate on the Electronic Municipal Market Access system (“EMMA”) whether the issuer has agreed to provide secondary market disclosure information, when it will be provided, and the name of the obligated entity.

Annual financial information.
The MSRB shall indicate on EMMA the issuers that voluntarily agree to provide annual financial information within 120 days (150 days until December 31, 2013) after their fiscal year ends; an issuer’s undertaking to prepare audited financial statements in compliance with accounting standards established by the Governmental Accounting Standards Board; and the issuer’s website link to their financial information.

If you have any questions, or for a more detailed analysis or copy of the Rule, please contact us.

For more information about our Continuing Disclosure practice, please contact one of our professionals today.