MSRB NOTICE 2009-32 (JUNE 11, 2009)

FINAL SPECIFICATIONS FOR THE MSRB'S ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM (EMMA) CONTINUING DISCLOSURE AUTOMATED SUBMISSION INTERFACE

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The Municipal Securities Rulemaking Board (the “MSRB”) is publishing final specifications for its upcoming automated submission interface of the continuing disclosure service of the MSRB’s Electronic Municipal Market Access system (“EMMA”).[1]  The EMMA continuing disclosure service will become operational on July 1, 2009.[2]  The MSRB currently operates a pilot phase of the continuing disclosure service.[3]  The automated submission interface will be a computer-to-computer connection for submission of continuing disclosure documents, together with related information, to the EMMA continuing disclosure service by issuers, obligated persons and their agents, which will be made available on July 1, 2009.[4]

WEBINAR ON CONTINUING DISCLOSURE AUTOMATED SUBMISSION PROCESS

The MSRB will host a webinar, directed at developers, on June 18, 2009 at 2:30 pm ET on the system specifications for the computer-to-computer automated submission system to the EMMA continuing disclosure service. The webinar will provide an overview of the submission process and system specifications.

The webinar will last approximately one hour. Pre-registration is required and must be completed via the link below. There is no charge to attend.

Webinar on Computer-to-Computer Automated Submission Process
June 18, 2009 2:30 ET. To register, click here.

OVERVIEW OF EMMA’S CONTINUING DISCLOSURE SERVICE

The EMMA continuing disclosure service will receive electronic submissions of, and will make publicly available on the Internet through the EMMA web portal at http://emma.msrb.org, continuing disclosure documents and related information from issuers, obligated persons and their agents.  The current pilot phase of  the continuing disclosure service accepts submissions of (i) continuing disclosure documents as described in Exchange Act Rule 15c2-12, and (ii) other disclosure documents specified in continuing disclosure undertakings but not specifically described in Rule 15c2-12.[5]  In addition, beginning on July 1, 2009 with the launch of the permanent continuing disclosure service, the MSRB also will accept and make publicly available voluntary electronic submissions of continuing disclosure documents not set forth in Rule 15c2-12.[6]

OVERVIEW OF CONTINUING DISCLOSURE PROVISIONS OF RULE 15c2-12

Under Rule 15c2-12, an underwriter for a primary offering of municipal securities subject to the rule is prohibited from underwriting the offering unless the underwriter has determined that the issuer or an obligated person for whom financial information or operating data is presented in the final official statement has undertaken in writing to provide certain items of information to the marketplace.  The rule provides that such items include:  (A) annual financial information concerning obligated persons; (B) audited financial statements for obligated persons if available and if not included in the annual financial information; (C) notices of certain specified events, if material; and (D) notices of failures to provide annual financial information on or before the date specified in the written undertaking.[7]

SPECIFICATIONS FOR AUTOMATED SUBMISSION PROCESS

The specifications for the automated submission interface are set forth in this notice, including the figures appended hereto.  These specifications will be republished on the MSRB website (http://www.msrb.org) and the EMMA web portal (http://dataport.emma.msrb.org/AboutDataport.aspx) in the EMMA Dataport Manual for Continuing Disclosure Submissions, together with instructions for making submissions through the web form submission interface, at or prior to the commencement of operations of the permanent EMMA continuing disclosure service.

Web Service Interface

The MSRB will expose a web service interface allowing for the submission of SOAP (Simple Object Access Protocol) standard XML (extensible markup language) messages and PDF (portable document format) documents using secure, computer-to-computer communications.  This interface will be remotely consumed by applications written by or for submitters in a wide variety of programming languages and running on a wide variety of platforms.  Submitters using the automated submission interface will connect to the web service interface as follows:

For continuing disclosure submissions (production interface):  https://services.emma.msrb.org/DisclosureServices/ContinuingDisclosureService.svc

Note that this connection is not currently operational and the MSRB will provide notice when it becomes available.

Beta version of automated submission interface.  A beta version of the automated submission interface, which serves as a platform for potential submitters to the automated submission interface to conduct tests to ensure proper programming and configuration of their applications for making submissions to the EMMA continuing disclosure service, is being made available by the MSRB.  Test submissions made through the beta platform will not be published on the EMMA web portal and will not be disseminated through the continuing disclosure subscription service. Documents submitted to the beta site will be available for other test submitters to view and will be made available to test subscribers.  Submitters using the beta site for testing should use real disclosure documents when possible in order to better replicate the actual submission process.  The same document may be uploaded multiple times for testing purposes.

The web service interface for the beta automated submission interface is as follows:

For beta platform of the continuing disclosure submissions:https://servicesbeta.emma.msrb.org/DisclosureServices/ContinuingDisclosureService.svc

Submission Accounts and MSRB Gateway

All submissions will be made through password protected accounts established through the MSRB’s Gateway.  MSRB Gateway will be accessible through the MSRB’s website at http://www.msrb.org or through the EMMA web portal at http://dataport.emma.msrb.org/AboutDataport.aspx .  Information about establishing accounts through MSRB Gateway for submissions to the EMMA continuing disclosure service is available in the MSRB Gateway Continuing Disclosure Submission Registration Manual available at www.msrb.org/msrb1/EMMA/pdfs/ContinuingDisclosureSubmissionRegistrationManual.pdf.

Document Types

The automated submission interface will allow submitters to select from a number of categories of continuing disclosure documents for purposes of indexing submissions.  These categories will be divided between two types:  Financial/Operating Data Disclosures and Event-Based Disclosures.

Financial/Operating Data Disclosures.  The following categories will be available under this type of submission:

15c2-12 Based Continuing Disclosures

  • annual financial information concerning obligated persons
  • audited financial statements for obligated persons if available and if not included in the annual financial information
  • notice of failure to provide annual financial information on or before the date specified in the continuing disclosure undertaking

Additional/Voluntary Continuing Disclosures

  • quarterly/monthly financial information
  • change in fiscal year/timing of annual disclosure
  • change in accounting standard
  • interim/additional financial information/operating data
  • budget
  • investment/debt/financial policy
  • information provided to rating agency, credit/liquidity provider or other third parties
  • consultant reports
  • other financial/operating data

Event-Based Disclosures.  The following categories will be available under this type of submission:

15c2-12 Based Continuing Disclosures (Material Event Notices)

  • principal and interest payment delinquencies
  • non-payment related defaults
  • unscheduled draws on 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 or events affecting the tax-exempt status of the security
  • modifications to rights of security holders
  • bond calls
  • defeasances
  • release, substitution or sale of property securing repayment of the securities
  • rating changes

Additional/Voluntary Continuing Disclosures

  • amendment to continuing disclosure undertaking
  • change in obligated person
  • notice to investors pursuant to bond documents
  • communication from the Internal Revenue Service
  • tender offer/secondary market purchases
  • bid for auction rate or other securities[8]
  • capital or other financing plan
  • litigation/enforcement action
  • merger/consolidation/reorganization/insolvency/bankruptcy
  • change of trustee, tender agent, remarketing agent, or other on-going party
  • derivative or other similar transaction
  • other event-based disclosures

Document Format

Continuing disclosure documents are accepted solely as PDF files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means.  If the submitted file is a reproduction of the original document, the submitted file must maintain the graphical and textual integrity of the original document.  Beginning on January 1, 2010, the MSRB will require that such PDF files be word-searchable (that is, allowing the user to search for specific terms used within the document through a search or find function available in most standard software packages), provided that diagrams, images and other non-textual elements would not be required to be word-searchable.[9]

Submission Process and Disclosure Types

Each submission through the automated submission interface will consist of two messages – a data message and a document message, as described below.  The automated submission interface will accept three disclosure types:

Financial/operating data disclosure .  This disclosure type is used to submit financial/operating data disclosure documents and related indexing data.

Event-based disclosure .  This disclosure type is used to submit event-based disclosure documents and related indexing data.

Unindexed disclosure under pre-July 1, 2009 continuing disclosure undertaking .  This disclosure type is available solely for a Rule 15c2-12-based continuing disclosure submission made pursuant to a continuing disclosure undertaking entered into prior to July 1, 2009 in which the issuer, obligated person or its agent elects to withhold indexing information, to the extent permitted under the Rule 15c2-12 Amendment Approval.[10]  This disclosure type is not available for additional/voluntary continuing disclosures.  To ensure that submitted documents can be located by interested users, submitters are strongly encouraged to make all submissions with full indexing information as financial/operating data or event-based disclosures regardless of when the continuing disclosure undertaking was entered into.

Overview of Message Processing, Schemas and Data Tags

This notice links to a series of figures and tables providing more detailed information about the automated submission interface process.  A message processing overview is included in Figure 1.  XML schemas for data messages and document messages, together with a type definition schema, are included in Figure 2.  A data tag glossary is provided in Figure 3.  Period type and date specifications for each category of continuing disclosure is provided in Figure 4.[11]  Messages will be validated and EMMA will return response messages to the submitter’s system. A table of validation response messages is included in Figure 5.  Changes from the preliminary specifications, if any, are noted in each figure.

In connection with each submission of a continuing disclosure document, the submitter would sequence its submission of messages such that the data message would be submitted prior to the related document message.  Upon successful submission of the document message through the automated submission interface, EMMA would provide a response message that includes, among other things, a submission identifier that the submitter would include in the related document message.  The document message would then be submitted through the automated submission interface.  A submitter making bulk submissions may alternate submissions between data messages and document messages to maintain the appropriate sequencing, or may stream multiple data messages and subsequently stream multiple document messages, or may choose such other submission protocol as it may determine, depending on the submitter’s preferences, so long as such protocol ensures the proper matching of submission identifiers generated from data submissions with the related document submissions.

Data Message

Data will be submitted through the automated submission interface as SOAP messages.  Data elements to be submitted in a data message will be organized in a hierarchical relationship into the following categories:  (i) submission data; (ii) disclosure indexing data; and (iii) contact information data.  These categories, and the available data tags applicable to each category, are included in Figure 3.  Each message also must include a header containing an authentication token and web services protocol support, as illustrated in Figure 6.  Sample XML data messages are included in Figure 7.

The data elements available for a data message, together with the value to be selected or entered, would be as follows:[12]

  • submission data
    • (i) submission status (select ‘publish’, ‘test’)
    • (ii) submission identifier (if modifying a prior submission, enter ID of prior submission)
  • disclosure indexing data
    • (i) disclosure type (select ‘financial/operating data disclosure’, ‘event-based disclosure’, ‘disclosure without indexing information for pre-July 1, 2009 undertaking’)
    • (ii) financial/operating disclosure category (select all that apply from:  ‘annual financial information/operating data under Rule 15c2-12’, ‘audited financial statements or CAFR under Rule 15c2-12’, ‘failure to provide annual financial information as required under Rule 15c2-12’, ‘quarterly/monthly financial information’, ‘change in fiscal year/timing of annual disclosure’, ‘change in accounting standard’, ‘interim/additional financial information/operating data’, ‘budget’, ‘investment/debt/financial policy’, ‘information provided to rating agency, credit/liquidity provider or other third-party’, ‘consultant report’, ‘other voluntary financial/operating data’)
    • (iii) event disclosure category (select all that apply from:  ‘principal and interest payment delinquencies’, ‘non-payment related defaults’, ‘unscheduled draws on 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 or events affecting the tax-exempt status of the security’, ‘modifications to rights of security holders’, ‘bond calls’, ‘defeasances’, ‘release, substitution or sale of property securing repayment of the securities’, ‘rating changes’,‘amendment to continuing disclosure undertaking’, ‘change in obligated person’, ‘notice to investors pursuant to bond documents’, ‘communication from the Internal Revenue Service’, ‘tender offer/secondary market purchases’, ‘bid for auction rate or other securities’, ‘capital or other financing plan’, ‘litigation or enforcement action’, ‘merger, consolidation, reorganization, insolvency or bankruptcy’, ‘change of trustee, tender agent, remarketing agent, or other on-going party’, ‘derivative or other similar transaction’, ‘other voluntary event-based disclosures’)
    • (iv) other voluntary disclosure description (for other voluntary financial/operating data or other voluntary event-based disclosures, enter description)
    • (v) period type (for financial/operating disclosure with dates expressed as a range, select ‘year ended’, ‘quarter ended’, ‘month beginning’, ‘other period beginning’)
    • (vi) disclosure period (for financial/operating disclosure, enter date(s) on an ‘as of date’, ‘beginning date’ or ‘ending date’ basis; period type ‘other period beginning’ includes both ‘beginning date’ and ‘ending date’ – optional for event disclosure, with ‘as of date’ entered if document date is different from date submitted to EMMA)
  • securities indexing data
    • (i) security type (select ‘CUSIP-9’, ‘commercial paper’)
    • (ii) CUSIP-6 securities pointer (enter six-digit CUSIP number(s) – disclosure applicable to all nine-digit CUSIP numbers beginning with this six digits)
    • (iii) security (for security type ‘CUSIP-9,’ enter nine-digit CUSIP number(s) to which disclosure is applicable; for security type ‘commercial paper,’ enter six-digit CUSIP number to which disclosure applicable)
  • contact information data
    • (i) contact organization type (select ‘issuer’, ‘obligated person’)
    • (ii) contact organization name (enter full name of organization to contact regarding submitted disclosure)
    • (iii) contact first name (enter first name of contact person)
    • (iv) contact last name (enter last name of contact person)
    • (v) contact title (enter title of contact person)
    • (vi) contact phone number (enter phone number of contact person)
    • (vii) contact phone number extension (enter extension, if any, of contact person)
    • (viii) contact address (enter street/post office address of contact person)
    • (ix) contact city (enter city of contact person)
    • (x) contact state (enter state of contact person)
    • (xi) contact zip code (enter zip code of contact person)
    • (xii) contact e-mail address (enter e-mail address of contact person)

Document Submission and Document Message

Documents will be submitted through the automated submission interface as SOAP messages.  Data elements to be submitted in a document message will be organized in a hierarchical relationship into the following categories:  (i) submission data; and (ii) document data.  The document message will be organized so that these data elements are included in the message header, along with an authentication token and web services protocol support.  The authentication token and web services protocol support to be included in the header are illustrated in Figure 6.  The PDF file of the document, as a binary file encoded in MTOM (SOAP Message Transmission Optimization Mechanism), will constitute the body of the document message.  Sample XML document messages are included in Figure 7.

The element available for a document message, together with the value to be selected, would be as follows:[13]

  • submission data
    • (i) submission status (select ‘publish’, ‘test’)
    • (ii) submission identifier (enter identification number assigned by EMMA to related data message)
  • document data
    • (i) document posting operation indicator (if modifying a previously submitted document, select ‘append to posted document’, ‘replace posted document’)

* * * * *

Questions may be directed to the MSRB’s Market Information Department at (703) 797-6668.

June 11, 2009

* * * * *

INDEX OF FIGURES

1 –          Message Processing Overview
2 –          Data Message, Document Message & Type Definition Schemas
3 –          Data Tag Glossary
4 –          Period Type & Date Specifications
5 –          Validation Response Messages
6 –          Sample XML Header
7 –          Sample Data and Document XML Messages



[1] The MSRB published preliminary specifications for the automated submission interface on April 22, 2009.  See MSRB Notice 2009-14 (April 22, 2009).  The preliminary specifications notice also included preliminary specifications for the MSRB’s proposed subscription service for real-time computer-to-computer dissemination of continuing disclosure documents and related information.  The MSRB is also publishing today final specifications for the EMMA continuing disclosure subscription service.  See MSRB Notice 2009-33 (June 11, 2009).

[2] See MSRB Notice 2008-47 (December 8, 2008) and Securities Exchange Act Release No. 59061 (December 5, 2008), 73 FR 75778 (December 12, 2008) (File No. SR-MSRB-2008-05) (approving the continuing disclosure service of EMMA with an effective date of July 1, 2009) (the “EMMA Continuing Disclosure Service Approval”).  See also Securities Exchange Act Release No. 59062 (December 5, 2008), 73 FR 76104 (December 15, 2008) (adopting amendments to Exchange Act Rule 15c2-12) (the “Rule 15c2-12 Amendment Approval”).

[3] The pilot phase of the continuing disclosure service became effective on June 1, 2009.  See MSRB Notice 2009-27 (June 1, 2009) and Securities Exchange Act Release No. 59964 (May 21, 2009), 74 FR 25778 (May 29, 2009) (File No. SR-MSRB-2009-03) (approving the pilot phase of the continuing disclosure service).

[4] Continuing disclosure documents and related information can also be submitted to the EMMA continuing disclosure service, including the pilot phase of the continuing disclosure service, through an Internet-based data entry and document upload interface, as described below.  The automated submission service is not available for submissions during the pilot phase.

[5] See the EMMA Continuing Disclosure Service Approval, supra note 2, for a detailed description of the EMMA continuing disclosure service.

[6] See MSRB Notice 2009-31 (June 10, 2009) and Securities Exchange Act Release No. 60033 (June 3, 2009), 74 FR 27369 (June 9, 2009) (File No. SR-MSRB-2009-04) (approving additional voluntary disclosures in the continuing disclosure service).

[7] See the Rule 15c2-12 Amendment Approval, supra note 2, for a detailed description of the provisions of Rule 15c2-12, as amended as of July 1, 2009.

[8] This would include, but not be limited to, any notice pursuant to the Security and Exchange Commission’s no-action letter regarding municipal auction rate securities dated March 14, 2008, available at http://www.sec.gov/divisions/corpfin/cf-noaction/2008/mars031408.pdf.

[9] The MSRB strongly encourages submitters to immediately begin making submissions as word-searchable PDF files (preferably as native PDF or PDF normal files, which generally produce smaller and more easily downloadable files as compared to scanned PDF files).

[10] See footnote 145 of the Rule 15c2-12 Amendment Approval, supra note 2.

[11] The period type and date specifications included in Figure 4 represents a detailed view of the Period Type and Disclosure Period data tags set forth in the data tag glossary set forth in Figure 3 and did not appear in the preliminary specifications.

[12] Data elements and enumerated values from which specific selections are to be made are more fully described in the data tag glossary in Figure 3.

[13] Element and enumerated values from which specific selections are to be made are more fully described in the data tag glossary in Figure 3.