MSRB Files Amendments to Proposal for Submission of Annual Financial Information

Date: December 21, 2009

Contact:              Jennifer A. Galloway, Chief Communications Officer
                          (703) 797-6600
                          jgalloway@msrb.org

 

MUNICIPAL SECURITIES RULEMAKING BOARD AMENDS PROPOSAL ON VOLUNTARY
TIMEFRAME FOR SUBMISSION OF ANNUAL FINANCIAL INFORMATION
FROM ISSUERS AND OTHER RELATED PROPOSALS

Alexandria, VA − The Municipal Securities Rulemaking Board (MSRB) announced today that it has filed with the Securities and Exchange Commission (SEC) an amendment to its July 2009 proposal to provide greater flexibility to municipal bond issuers seeking on a voluntary basis to make their financial information disclosures available to the public on an accelerated basis. The disclosures would be made available on the MSRB’s Electronic Municipal Market Access (EMMA) website. The amendment would provide issuers with an option to indicate voluntarily on EMMA their intention to make financial information available either within 120 days or 150 days after the end of their fiscal year. The amendment also includes a sunset provision for the 150-day designation.

Issuers submit annual financial information to the MSRB, which publishes the information on its EMMA website (www.emma.msrb.org). The timeframe for issuers to make annual financial information available is set forth in continuing disclosure agreements that typically provide for such information to be available between 180 and 270 days, or sometimes a longer period, after the end of the fiscal year. The amendment, as well as the MSRB’s original proposal, seeks to provide a venue for issuers to inform investors of their voluntary efforts to provide such annual financial filings more quickly.

The MSRB’s July 2009 filing with the SEC proposed providing issuers with a mechanism for voluntarily indicating on EMMA that they would submit annual financial information to EMMA within 120 calendar days after the end of their fiscal year. The amendment announced today would offer to issuers an intermediate step toward achieving the 120-day goal by allowing them to elect, until December 31, 2013, a transitional 150-day timeframe for filing their annual financial information with EMMA. During this transition period, issuers could voluntarily elect either the 120-day or 150-day timeframe. Beginning on January 1, 2014, only the voluntary 120-day timeframe would be available. Issuers are not required to agree to provide their annual financial information within either of these timeframes. The ability to do so voluntarily on EMMA would also be available for other parties, known as obligated persons, who may be committed to providing continuing disclosure.

Giving issuers the ability to voluntarily provide annual financial information within an accelerated timeframe was originally proposed after consultation between the MSRB and SEC staff and was published for public comment. After a careful review of comments about the MSRB’s July filing and further discussions with SEC staff, the MSRB understands that the SEC staff strongly believes that given its voluntary nature, the ability of issuers to provide annual financial information within the originally proposed 120-day timeframe remains appropriate for display on the EMMA website.

The MSRB acknowledges and appreciates the detailed explanations provided by market commentators on its July filing with respect to the existing difficulties and barriers to meeting the 120-day timeframe. The MSRB understands that a significant portion of the issuer and obligated person community would be unable to make such a 120-day timeframe at this time and that such inability does not necessarily reflect problems with the issuer’s or obligated person’s credit or the quality of disclosures they make.

In addition to the provision on timing of submissions, the MSRB’s proposal would provide issuers with the ability, on a voluntary basis, to post pre-sale disclosure documents including preliminary official statements, to post hyperlinks to their own investor relations websites and to provide information on their preparation of audited financial statements under generally accepted accounting principles as set out by the Governmental Accounting Standards Board or Financial Accounting Standards Board.

In a companion filing with the SEC, the MSRB also proposed certain modifications to a separate pending July 2009 proposal on information to be submitted to EMMA by underwriters of new issues of municipal securities on whether and when continuing disclosure information can be expected for such issues and by whom such information would be provided.

Both proposals are subject to SEC approval and the MSRB will publish the effective date in the future.


The MSRB protects investors, state and local governments and other municipal entities, and the public interest by promoting a fair and efficient municipal securities market. The MSRB fulfills this mission by regulating the municipal securities firms, banks and municipal advisors that engage in municipal securities and advisory activities. To further protect market participants, the MSRB provides market transparency through its Electronic Municipal Market Access (EMMA®) website, the official repository for information on all municipal bonds. The MSRB also serves as an objective resource on the municipal market, conducts extensive education and outreach to market stakeholders, and provides market leadership on key issues. The MSRB is a self-regulatory organization governed by a 21-member board of directors that has a majority of public members, in addition to representatives of regulated entities. The MSRB is overseen by the Securities and Exchange Commission and Congress.