MSRB Files EMMA Continuing Disclosure Subscription Service and Publishes Preliminary Specifications for Subscription and Document Submission Feeds

Click here for the full Notice and all Specifications

The Municipal Securities Rulemaking Board (the “MSRB”) has filed with the Securities and Exchange Commission (“SEC”) a proposed rule change to establish a real-time subscription to the document collection 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 has requested approval of the proposed rule change on or prior to July 1, 2009 to allow the MSRB to launch the continuing disclosure subscription upon commencement of operations of the continuing disclosure service.

The MSRB also is publishing preliminary specifications in connection with computer-to-computer processes for the large-scale submission of continuing disclosure documents to EMMA and for receiving the continuing disclosure subscription, as follows:

• Automated Submission Interface – a computer-to-computer connection for submission of continuing disclosure documents, together with related information, to EMMA by issuers, obligated persons and their agents[3]
• Continuing Disclosure Subscription – a computer-to-computer connection for real-time dissemination to subscribers of continuing disclosure documents and related information posted on EMMA’s public website (the “EMMA web portal”)

These preliminary specifications are subject to change and the MSRB expects to publish final specifications in advance of the launch of the continuing disclosure service.

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,[4] continuing disclosure documents and related information from issuers, obligated persons and their agents.  As approved, the EMMA continuing disclosure service will accept 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, the MSRB has filed with the SEC a proposal to expand the continuing disclosure service to accept and make publicly available voluntary electronic submissions of continuing disclosure documents not set forth in Rule 15c2-12 (the “Voluntary Disclosure Proposal”).[6]  The MSRB is seeking approval of the Voluntary Disclosure Proposal on or prior to July 1, 2009 so as to allow EMMA’s continuing disclosure service to accept such voluntary disclosures upon commencement of operations.  These preliminary specifications provide an indication of those items that remain subject to approval of the Voluntary Disclosure Proposal.

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]

SUBMISSION PROCESS OVERVIEW

Method of Submission

All continuing disclosure documents would be submitted to the MSRB, free of charge, through either EMMA’s automated computer-to-computer submission interface or EMMA’s web form submission interface for manual submissions.

Automated submission interface .  The automated submission interface is designed for submitters that consistently expect to make multiple submissions each day, such as agents that may handle submissions on behalf of a number of issuers and/or obligors.  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:
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.  Simultaneously with the publication of this notice, the MSRB is making available a beta version of the automated submission interface, which will serve 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.  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.

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

The beta platform does not reflect voluntary disclosures, together with certain related data elements, that remain subject to approval of the Voluntary Disclosure Proposal.[8]  Items described in these preliminary specifications that are not reflected in the beta platform are noted below.

Web form submission interface.  The web form submission interface will allow for Internet-based data entry and PDF document upload on the EMMA web portal.  The web form submission interface will be accessible through the EMMA web portal.[9]  Further information regarding the web form submission interface will be published by the MSRB in the future.

Document Types

For submission purposes, EMMA’s continuing disclosure service 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 [10]

• 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
• material provided to rating agency or credit/liquidity provider
• 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 [11]

• 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[12]
• 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 will be 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.[13]

Submission Accounts and MSRB Gateway

All submissions would be made through password protected accounts established through the MSRB’s Gateway.  MSRB Gateway will be accessible through the MSRB’s website at www.msrb.org or through the EMMA web portal.  Further information about establishing accounts through MSRB Gateway for submissions to the EMMA continuing disclosure service will be published in the near future.

AUTOMATED SUBMISSION INTERFACE

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 their agent elects to withhold indexing information, to the extent permitted under the Rule 15c2-12 Amendment Approval.[14]  This disclosure type is not available for additional/voluntary continuing disclosures.  In addition, 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.  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 4.

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 5.  Sample XML data messages are included in Figure 6.

The data elements available for a data message, together with the value to be selected or entered, would be as follows:[15]

• 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 filing’, ‘event filing’, ‘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’, ‘other voluntary financial/operating data’)[16]

(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’, ‘other voluntary event-based disclosures’)[17]

(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’)[18]

(vi)        disclosure period (for financial/operating disclosure, enter date(s) on an ‘as of’, ‘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)[19]

(vii)       CUSIP-6 securities pointer (enter six-digit CUSIP number(s) – disclosure applicable to all nine-digit CUSIP numbers beginning with this six digits)

(viii)      securities (enter nine-digit CUSIP number(s) to which disclosure is 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)

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 5.  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 6.

The element available for a document message, together with the value to be selected, would be as follows:[20]

• 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’)

CONTINUING DISCLOSURE SUBSCRIPTION SERVICE

The proposed real-time data stream subscription to the EMMA continuing disclosure service would be made available for an annual fee of $45,000.[21]  The continuing disclosure subscription service would make available to subscribers all continuing disclosure documents and related information provided by submitters through the EMMA submission process that is posted on the EMMA portal.  Such documents and information would be made available to subscribers simultaneously with the posting thereof on the EMMA portal.

Data with respect to the EMMA continuing disclosure service to be provided through the real-time data stream, and the processes for receiving data and documents through the subscription service, are described below.  The EMMA Continuing Disclosure Subscriber Manual would set forth a complete, up-to-date listing of all data elements made available through the continuing disclosure subscription service, including detailed definitions of each data element, specific data format information, and information about technical data elements to support transmission and data-integrity processes between EMMA and subscribers.

The MSRB would make the continuing disclosure subscription service available on an equal and non-discriminatory basis.  In addition, the MSRB would not impose any limitations on or additional charges for redistribution of such documents by subscribers to their customers, clients or other end-users.  Subscribers would be subject to all of the terms of the subscription agreement to be entered into between the MSRB and each subscriber, including proprietary rights of third parties in information provided by such third parties that is made available through the subscription.  The MSRB would not be responsible for the content of the information or documents submitted by submitters distributed to subscribers through the continuing disclosure subscription service.

Web Service

The MSRB will expose two web service interfaces to allow subscribers 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 continuing disclosure subscription service will connect to the web service interfaces as follows:

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

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

Note that these connections are not currently operational and the MSRB will provide notice when they becomes available.  In addition, the MSRB expects to provide a test platform for potential subscribers and will provide notice and related details when such test platform becomes available.

Data and Document Feed Process

The continuing disclosure subscription service will provide XML files of data and PDF files of continuing disclosure 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 web portal.  Subscribers would poll the subscription web service, at a frequency to be determined by each subscriber, by issuing a data request to receive the next available data from continuing disclosure submissions (whether submitted through the automated submission interface or the web form submission interface), based on subscriber-determined parameters.  EMMA will bundle into a single XML file data from up to 200 data submissions for transmission to subscribers.  The XML file will include file reference identifiers for each PDF file for use by subscribers in polling the 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 continuing disclosure 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 web portal.  Subscribers would 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 continuing disclosure 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 continuing disclosure subscription service.  A message processing overview is included in Figure 7.  An XML data schema and a type definition schema are included in Figure 8.  A data tag glossary is provided in Figure 9.  The descriptions of the submission data elements to be provided by submitters to EMMA through the automated submission interface as set forth above in this notice provide more detailed information about the data elements to be disseminated to subscribers through the continuing disclosure subscription service.

Data Message

Data elements to be disseminated through the continuing disclosure subscription service will be organized in a hierarchical relationship into the following categories:  (i) subscriber data; (ii) submission data; (iii) disclosure indexing data; (iv) contact information data; and (v) document data.  These categories, and the available data tags applicable to each category, are 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 transaction date and time (indicates EMMA posting date and time)

• disclosure indexing data –

(i) disclosure type (financial/operating filing, event filing, disclosure without indexing information for pre-July 1, 2009 undertaking)

(ii) financial/operating disclosure category (as applicable – 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, other voluntary financial/operating data)[22]

(iii) event disclosure category (as applicable – principal and interest payment delinquency, non-payment related default, unscheduled draw on debt service reserve reflecting financial difficulties, unscheduled draw on credit enhancement reflecting financial difficulties, substitution of credit or liquidity provider or its failure to perform, adverse tax opinion or event affecting the tax-exempt status of the security, modification to the rights of security holders, bond call, defeasance, release, substitution or sale of property securing repayment of the security, rating change, other voluntary event-based disclosure)[23]

(iv) other voluntary disclosure description (for other voluntary financial/operating data or other voluntary event-based disclosures)

(v) financial/operating period type (for financial/operating disclosure – year ended, quarter ended, month beginning, other period beginning, as of)

(vi) financial/operating disclosure date (for financial/operating disclosure, date of financial/operating period type)

(vii) financial/operating disclosure second date (for financial/operating disclosure, end date of financial/operating period type if ‘other period beginning’ selected)

(viii) event disclosure date (for event disclosure – date of document if different from date document submitted to EMMA)

(ix) CUSIP-6 securities pointer (six-digit CUSIP number(s) – disclosure applicable to all nine-digit CUSIP numbers beginning with this six digits)

(x) securities (nine-digit CUSIP number(s) to which disclosure is applicable)

• contact information data –

(i) contact organization type (issuer, obligated person, submitter)

(ii) contact organization name

(iii) contact first name

(iv) contact last name

(v) contact title

(vi) contact phone number

(vii) contact phone number extension

(viii) contact address

(ix) contact city

(x) contact state

(xi) contact zip code

(xii) contact e-mail address

• document data –

(i) document identifier (uniquely identifies submission being disseminated)

(ii) document posting date (date first file of document posted to public on EMMA)

(iii) document posting operation indicator (if document modifies a previously submitted document – append to posted document, replace posted document)

Examples of XML files disseminating data submissions for various types of continuing disclosures are included in Figure 10.

* * * * *

Questions on this notice may be directed to Steve Cook, Director of Systems Development, or Ernesto A. Lanza, General Counsel, at (703) 797-6600.  Written comments on the proposed rule change should be submitted to the SEC.

April 22, 2009

* * * * *

PRELIMINARY SPECIFICATIONS – INDEX OF FIGURES

1 –          Submission – Message Processing Overview
2 –          Submission – Data Message, Document Message & Type Definition Schemas
3 –          Submission – Data Tag Glossary
4 –          Submission – Validation Response Messages
5 –          Submission – Sample XML Header
6 –          Submission – Sample Data and Document XML Messages
7 –          Subscription – Message Processing Overview
8 –          Subscription – Data Message & Type Definition Schema
9 –          Subscription – Data Tag Glossary
10 –        Subscription – Sample XML Files

* * * * *

TEXT OF PROPOSED RULE CHANGE

MUNICIPAL SECURITIES RULEMAKING BOARD

ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM –

EMMA^®

EMMA SUBSCRIPTION SERVICES

EMMA Continuing Disclosure Subscription Service

The real-time data stream subscription to the EMMA continuing disclosure service through the EMMA subscription web service will be available for an annual fee of $45,000. The EMMA continuing disclosure subscription service makes available to subscribers all continuing disclosure documents, together with related indexing information provided by submitters through the submission process of the EMMA continuing disclosure service, that is posted on the EMMA portal.  Such documents and information will be made available to subscribers simultaneously with the posting thereof on the EMMA portal.  Issuers, obligated persons and their agents submitting information and documents to EMMA may provide or modify such items for a particular submission in one or more sessions (“submission events”), and any such items provided or modified will be made available to subscribers upon posting to the EMMA portal.

Data elements with respect to the EMMA continuing disclosure service to be provided through the real-time data stream shall be set forth in the EMMA Continuing Disclosure Subscriber Manual posted on the EMMA portal.  Each submission event will result in an XML data packet to be included in the subscription feed.  Each submission event packet will include data organized in a hierarchical data relationship generally consisting of (to the extent applicable for a particular submission event) XML containers for submission data, disclosure indexing data, contact information data, and document data.  These XML containers will contain some, all or none of the following types of data elements, as appropriate for each submission event being disseminated:

Submission Data:
submission ID; submission transaction date/time

Disclosure Indexing Data:
disclosure type; financial/operating disclosure category; event disclosure category; other voluntary disclosure description; disclosure dates; CUSIP numbers

Contact Information Data:
contact organization type; contact name; address; phone number; e-mail address

Document Data:
document ID; document posting date; document status indicator

The EMMA Continuing Disclosure Subscriber Manual provides a complete, up-to-date listing of all data elements made available through the EMMA continuing disclosure subscription service, including any additions, deletions or modifications to disseminated data elements, detailed definitions of each data element, specific data format information, and information about technical data elements to support transmission and data-integrity processes between EMMA and subscribers.

Subscriptions will be provided through computer-to-computer data streams utilizing XML files for data and files in a designated electronic format (consisting of PDF files) for documents. Appropriate schemas and other technical specifications for accessing the web services through which the real-time data stream will be provided are set forth in the EMMA Continuing Disclosure Subscriber Manual posted on the EMMA portal.

The MSRB makes the EMMA continuing disclosure subscription service available on an equal and non-discriminatory basis.  In addition, the MSRB does not impose any limitations on or additional charges for redistribution of such documents by subscribers to their customers, clients or other end-users.  Subscribers shall be subject to all of the terms of the subscription agreement to be entered into between the MSRB and each subscriber, including proprietary rights of third parties in information provided by such third parties that is made available through the subscription.  The MSRB is not responsible for the content of the information or documents submitted by submitters that is distributed to subscribers of the EMMA continuing disclosure subscription service.