GFOA encourages members to submit letters to the most recent proposed amendments to SEC Rule 15c-2-12. The rule requires bond dealers to review issuers’ official statements before underwriting municipal bonds and to reasonably determine that the issuer has contracted to disclose annual financial and operating information, as well as material event notices, on the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access website. The proposed amendments would add to the list of event notices to be included in continuing disclosure undertakings.
Specifically, the amendments require that information be provided about: 1) the incurrence and terms of bank loans; direct purchases of securities by banks and other non-publicly offered debt; leases; guarantees; derivative instruments; and monetary obligations resulting from judicial, administrative and arbitration proceedings; and 2) the occurrence of defaults, acceleration and termination events; and modifications of terms or other similar events with respect to such debt.
Although GFOA’s Federal Liaison Center will not likely submit final comments to the SEC until the deadline, GFOA has expressed serious concerns about the broad scope and potential unintended consequences of the proposed amendments. Please feel free to contact Emily Brock, director of the Federal Liaison Center, with any questions.