MSRB NOTICE 2009-09 (MARCH 24, 2009)

FINAL SPECIFICATIONS FOR THE MSRB'S ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM (“EMMA”) PRIMARY MARKET SUBSCRIPTION SERVICE

Click here for the full Notice and all Specifications 

The Municipal Securities Rulemaking Board (the “MSRB”) is publishing final specifications for its upcoming subscription service for real-time dissemination of documents and information submitted to the permanent primary market disclosure service of the MSRB’s Electronic Municipal Market Access system (“EMMA”).  The MSRB has filed a proposed rule change with the Securities and Exchange Commission (the “SEC”) that would, among other things, implement the EMMA primary market disclosure service as a permanent system of the MSRB, as well as amend and consolidate current Rules G-32 and G-36 into new Rule G-32, on new issue disclosure, and replace current Forms G-36(OS) and G-36(ARD) with new Form G-32 for the purpose of establishing an “access equals delivery” standard for electronic official statement dissemination in the municipal securities market (the “EMMA primary  market proposal”).[1]  The MSRB expects to commence operation of the EMMA primary market disclosure service on or after May 11, 2009.[2]

The primary market subscription service will be a computer-to-computer connection for real-time dissemination to subscribers of official statements, certain preliminary official statements and advance refunding documents (“primary market documents”) and related information posted on EMMA’s public website (the “EMMA portal”).[3]

BACKGROUND

On September 24, 2008, the MSRB published preliminary specifications for the primary market subscription service (the “2008 Notice”).[4]  Further details on the primary market subscription service, including subscription cost, are set forth in the EMMA primary market proposal.

SPECIFICATIONS FOR PRIMARY MARKET SUBSCRIPTION SERVICE

The specifications for the primary market subscription service are set forth in this notice, including the figures appended hereto.  These specifications will be republished on the MSRB website (http://www.msrb.org) in the EMMA Primary Market Subscription Manual at or prior to the commencement of operations of the permanent EMMA primary market disclosure service.

Web Service Interfaces

The MSRB will expose two web service interfaces to receive SOAP (Simple Object Access Protocol) standard XML (extensible markup language) messages and PDF (portable document format) documents using secure, computer-to-computer communications.  These interfaces will be remotely consumed by applications written by or for subscribers in a wide variety of programming languages and running on a wide variety of platforms.  Subscribers to the primary market subscription service will connect to the web service interfaces as follows:

For data files: https://services.emma.msrb.org/SubscriptionServices/PrimaryDisclosureSubscriptionService.svc

For document files: https://services.emma.msrb.org/SubscriptionServices/DocumentRetrievalService.svc

These connections are not currently operational and the MSRB will provide notice when they become available.

Data and Document Feed Process

The primary market subscription service will provide XML files of data in connection with primary market disclosures and advance refunding disclosures and PDF files of official statements, preliminary official statements and advance refunding documents.

Data file dissemination Publicly disseminated information submitted to EMMA will normally be staged for subscriber access simultaneously with the posting of such publicly disseminated information to the EMMA portal.  Subscribers will poll the data file subscription web service, at a frequency to be determined by each subscriber, by issuing a data request to receive the next available data from primary market disclosure submissions and advance refunding disclosure submissions, based on subscriber-determined parameters.  EMMA will bundle into a single XML file data from up to 200 data submissions for primary market disclosures and advance refunding disclosures for transmission to subscribers.  The XML file will include file reference identifiers for each PDF file for use by subscribers in polling the document file subscription web service and in associating them to the related data.  Depending on the subscriber’s polling parameters, subscribers will be able to access information through the primary market subscription service on an effectively real-time basis.

Document dissemination Documents submitted to EMMA normally will be available for subscriber access simultaneously with the posting of such documents to the EMMA portal.  Subscribers will issue document requests, at a frequency to be determined by each subscriber, to receive any available documents based on the file reference identifiers provided in the XML files disseminated to subscribers.  Each document will be transmitted to subscribers as individual PDF files.  Depending on the subscriber’s parameters for issuing document requests, subscribers will be able to access documents through the primary market subscription service on an effectively real-time basis, subject to transmission limitations resulting from the potentially large size of some document files and the speed of the subscriber’s connection.

Overview of Message Processing, Schemas and Data Tags

This notice links to a series of figures and tables providing more detailed information about the primary market subscription service.  A message processing overview is included in Figure 1.  An XML data schema and a type definition schema are included in Figure 2.  A data tag glossary is provided in Figure 3.[5] 

Data Message

Data elements to be disseminated through the primary market subscription service will be organized in a hierarchical relationship into the following categories:  (i) subscriber data; (ii) submission data; (iii) offering data; (iv) issue data; (v) security data; (vi) document data; (vii) file data; and (viii) limited offering contact data.  These categories, and the available data tags applicable to each category, are included in Figure 4 and are also summarized below:

  • subscriber data
    (i)         submission transaction count (indicates number of submissions in data message)
    (ii)        replay date (if data replay requested by subscriber, indicates period of data replay)
  • submission data
    (i)         submission identifier (uniquely identifies submission being disseminated)
    (ii)        submission type (primary market disclosure, advance refunding disclosure)
    (iii)       submission status (publish, notice of cancellation of offering)
    (iv)       submission transaction date and time (indicates EMMA posting date and time)
  • offering data
    (i)         offering type (bond, municipal fund security)
    (ii)        underwriting spread (if no underwriting spread disclosure indicator used)
    (iii)       underwriting spread disclosure indicator (if underwriting spread not provided – disclosed in official statement, not disclosed for competitive sale)
    (iv)       OS availability status (as applicable – indicates if official statement not available at closing, if no official statement is available and applicable exemption under Rule 15c2-12, if official statement available only from underwriter for limited offering under Rule 15c2-12)
    (v)        POS availability status (if OS availability status used – indicates if preliminary official statement is available or is not available)
    (vi)       CUSIP-9 of latest maturity on issue not underwritten (provided only for offerings where different underwriters underwrite separate issues in the offering)[6]
  • issue data (each element provided for each issue in the offering, as applicable)[7]
    (i)         issue type (new issue, remarketed, refunded)
    (ii)        security type (CUSIP-9, Non-CUSIP, commercial paper[8])
    (iii)       issuer name (full name as entered by submitter)
    (iv)       issue description (full description as entered by submitter)
    (v)        issuer state
    (vi)       issue closing date
    (vii)      issue dated date
    (viii)      original dated date (for remarketings if CUSIP-9 is unchanged but new dated date is assigned)
    (ix)       original CUSIP-9 of remarketed security (provided only if new CUSIP-9 number assigned to a remarketed issue)
    (x)        CUSIP-6 (provided only for commercial paper issue where CUSIP-9s not submitted to EMMA or for Non-CUSIP issues if CUSIP-6 of issuer is known)
  • security data (each element provided for each security of each issue in the offering, as applicable) –
    (i)         CUSIP-9 (as applicable for new issue or remarketed issue type – not provided for municipal fund security issue type or Non-CUSIP or CUSIP-6 security type)
    (ii)        maturity date
    (iii)       security dated date (if different from issue dated date)
    (iv)       maturity principal amount
    (v)        interest rate
    (vi)       initial offering price or yield[9]
    (vii)      security status (as applicable if underwrite is only underwriting a portion of an issue – not underwritten indicates that this security is underwritten by a different underwriter, partially underwritten indicates that underwriter is underwriting a portion of this security and the remaining portion is underwritten by another underwriter)[10]
    (viii)      par value underwritten (if security is partially underwritten, represents portion of security underwritten by the underwriter)
    (ix)       original CUSIP-9 of refunded security (used only for refunded issue type – not provided for Non-CUSIP or CUSIP-6 security type)
    (x)        new CUSIP-9 of refunded security (used only for refunded issue type if new CUSIP-9 assigned for refunded portion of partially refunded security)
    (xi)       new CUSIP-9 for unrefunded balance (used only for refunded issue type if new CUSIP-9 assigned for unrefunded balance of partially refunded security)
  • document data (each element provided for each document associated with the submission, as applicable)[11]
    (i)         document identifier (uniquely identifies submission being disseminated)
    (ii)        document type (official statement, preliminary official statement, advance refunding document, remarketing supplement, municipal fund security disclosure document, municipal fund security disclosure document supplment)
    (iii)       document description
    (iv)       document status (current, archived, removed)[12]
    (v)        document posting date (date first file of document posted to public on EMMA)
    (vi)       document archive date (date document moved to EMMA archive)
    (vii)      document remove date (date document removed from EMMA)[13]
    (viii)      CUSIP-9 identifier of refunding issue (only for advance refunding document – provided for each advance refunding issue applicable to such document)
     (ix)      original CUSIP-9 of refunded security (only for advance refunding document – provided for each refunded security applicable to such advance refunding document)
  • file data (each element provided for each file of a document, as applicable) –
    (i)         file identifier (unique identifier for each PDF file of the document)
    (ii)        file order (as applicable if multiple files for the document are submitted)
    (iii)       file status (current, archived, removed)[14]
    (iv)       file posting date (date file posted to public on EMMA)
    (v)        file archive date (date file moved to EMMA archive)
    (vi)       file remove date (date file removed from EMMA)[15]
  • limited offering contact (provided only if an official statement for an offering exempt from Rule 15c2-12(d)(1)(i) is produced but will not be submitted to EMMA)
    (i)         OS contact organization name
    (ii)        OS contact first name
    (iii)       OS contact last name
    (iv)       OS contact title
    (v)        OS contact phone number
    (vi)       OS contact phone number extension
    (vii)      OS contact address
    (viii)      OS contact city
    (ix)       OS contact state
    (x)        OS contact zip code
    (xi)       OS contact email address

Several examples of XML files disseminating data submissions for various types of primary market disclosures and advance refunding disclosures are included in Figure 5.

* * * * *

Questions may be directed to Steve Cook, Director of Systems Development, Ernesto A. Lanza, General Counsel, Peg Henry, Associate General Counsel, or Leslie Carey, Associate General Counsel, at (703) 797-6600.

March 24, 2009

* * * * *

INDEX OF FIGURES

1 –          Subscription – Message Processing Overview

2 –          Subscription – Data Message & Type Definition Schema

3 –          Subscription – Data Tag Glossary

4 –          Subscription – Data Tag Mapping

5 –          Subscription – Sample XML Files


[2] The MSRB requested that the SEC approve commencement of operation of the permanent EMMA primary market disclosure service on the later of (i) May 11, 2009 or (ii) the date announced by the MSRB in a notice published on the MSRB website, which date shall be no earlier than ten business days after SEC approval of the proposed rule change and shall be announced no fewer than five business days prior to such date.

[3] The EMMA portal is currently operational as a pilot and may be accessed at http://emma.msrb.org.

[4] MSRB Notice 2008-40 (September 24, 2008).  The 2008 Notice also included preliminary specifications for the MSRB’s proposed automated submission interface for computer-to-computer submission of primary market documents, together with related information, to the EMMA primary market disclosure service by underwriters, placement agents or remarketing agents, and by their designated agents.  The MSRB is also publishing today final specifications for the EMMA automated submission interface (the “Automated Submission Service Final Specifications”).  See MSRB Notice 2009-08 (March 24, 2009).

[5] The descriptions of the submission data elements to be provided by submitters to EMMA through the automated submission interface are set forth in the Automated Submission Service Final Specifications, which descriptions provide more detailed information about the data elements to be disseminated to subscribers through the primary market subscription service.  See MSRB Notice 2009-08 (March 24, 2009).

[6] Note that the MSRB has moved the “CUSIP-9 of latest maturity on issue not underwritten” from the issue data category (as included in the preliminary specifications) to the offering data category (as included in the final specifications)

[7] Note that the MSRB has moved the “CUSIP-9 of latest maturity on issue not underwritten” from the issue data category (as included in the preliminary specifications) to the offering data category (as included in the final specifications).

[8] Note that the MSRB has renamed the selection “CUSIP-6,” as was included in the preliminary specifications, to “commercial paper,” as set forth in the final specifications.

[9] Note that the MSRB has eliminated the “initial offering price or yield range,” which was included in the preliminary specifications, from the final specifications.

[10] Note that the MSRB has renamed the data element “Underwritten Indicator,” as was included in the preliminary specifications, to “Security Status,” as set forth in the final specifications.  Further, selection choices “Underwritten,” “Remarketed,” and Not Remarketed” have been added to the final specifications.

[11] Note that the MSRB has eliminated the “document disclosure completion indicator” and “document posting operation indicator,” which were included in the preliminary specifications, from the final specifications.

[12] Selection choice “Removed”” has been added to the final specifications.  The document archive for each issue or security generally will contain all documents submitted to EMMA for public dissemination with respect to such issue or security.  In addition to “current” documents posted on their respective Issue Detail or Security Detail page on the EMMA portal, the archive will sometimes include duplicate submissions of documents that may occur from time to time, as well as documents that may be superseded through subsequent amendatory submissions to EMMA.  Such superseded documents will be moved from the “current” document list on the Issue Detail or Security Detail page to the “archive” list available to the public through the archive link appearing on such Issue Detail or Security Detail page.  In very limited circumstances, a document may be removed altogether from EMMA, in which case the document status would be listed as “removed.”

[13] Note that the MSRB has added the “document remove date,” which was not included in the preliminary specifications, to the final specifications.

[14] Selection choice “Removed”” has been added to the final specifications.  See footnote 11 supra.

[15] Note that the MSRB has added the “file remove date,” which was not included in the preliminary specifications, to the final specifications.