SEC Rule 15c2-12
The Securities and Exchange Commission (SEC) Rule 15c2-12 promulgated under Section 15(c) (2) of the Securities Exchange Act of 1934, contains disclosure and continuing disclosure requirements applicable to municipal securities. Specifically, SEC Rule 15c2-12 requires that underwriters of municipal securities, before bidding, purchasing, or selling a municipal security in the primary market, must obtain and review the issuer’s preliminary and final official statements and reasonably determine that the issuer has committed to provide continuing disclosures to investors.
Generally, this undertaking takes the form of a continuing disclosure certificate or continuing disclosure agreement (CDA) executed by the issuer with respect to the securities, or other obligor, at bond closing. In most cases, the information to be provided subject to a CDA, includes annual financial and operating information of the kind and substance contained in the offering documents, audited financial statements, notice of the occurrence of certain events, and notice of any failure to meet these reporting requirements.
As part of the continuing disclosures to investors, issuers must provide notice of the occurrence of certain material events relating to the outstanding securities that are likely to be of a material interest to bondholders or potential investors within 10 business days of the occurrence of the event. On February 27, 2019, two new events were added to those already identified in SEC Rule 15c2-12.
- MSRB Fact Sheet on SEC Rule 15c2-12
- 10 Things to Know: Disclosing Financial Obligation Information
- On Demand Webcast: February 27, 2019, Frequently Asked Questions Related to Amended SEC Rule 15c2-12
- On Demand Webcast: January 17, 2019, MSRB SEC NABL GFOA BDA SIFMA Webinar: Amended SEC Rule 15c2-12 and EMMA
- Presentation at the 18th Annual Bond Buyer Pre-Conference, September 23, 2019, Administering Disclosure Obligations Under Amended SEC Rule 15c2-12. See also 2019 Seminars for recommended readings available for that seminar.
- Presentation at CDIAC’s Municipal Market Disclosure Seminar, February 7, 2018, Municipal Bond Disclosure – Including SEC Rule 10b-5 and SEC Rule 15c2-12